<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration File No.: 33-37717
Information contained herein is subject to completion. These securities
may not be sold nor may offers to buy be accepted prior to the time a final
Prospectus Supplement and the related Prospectus is delivered. This
Prospectus Supplement and the related Prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
SUBJECT TO COMPLETION DATED APRIL 17, 1998
PRELIMINARY PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED DECEMBER 17, 1997)
$1,307,888,000
(APPROXIMATE)
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
DEPOSITOR
GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C1
The Series 1998-C1 Mortgage Pass-Through Certificates (the "Certificates")
will consist of the following eighteen classes (each, a "Class"): (i) the
Class X Certificates; (ii) the Class A-1 Certificates and Class A-2
Certificates (together, the "Class A Certificates" and collectively with the
Class X Certificates, the "Senior Certificates"); (iii) the Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M and Class N Certificates (collectively, the "Subordinate Certificates;" and
collectively with the Senior Certificates, the "REMIC Regular Certificates");
and (iv) the Class R-I, Class R-II and Class R-III Certificates (the "REMIC
Residual Certificates"). Only the Senior Certificates and the Class B, Class
C, Class D, Class E and Class F Certificates (collectively, the "Offered
Certificates") are offered hereby. The respective Classes of Offered
Certificates will be issued with the respective Certificate Balances and
Pass-Through Rates set forth or otherwise described in the table on the cover
page hereof.
(cover continued on next page)
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON
THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, GMAC COMMERCIAL MORTGAGE
CORPORATION OR ANY OF THEIR AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR
THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY THE DEPOSITOR, GMAC COMMERCIAL MORTGAGE CORPORATION OR
ANY OF THEIR AFFILIATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE
CAPTION "RISK FACTORS" BEGINNING ON PAGE S-20 HEREIN AND PAGE 11 IN THE
PROSPECTUS BEFORE PURCHASING ANY OFFERED CERTIFICATE.
<TABLE>
<CAPTION>
ASSUMED FINAL MOODY'S/FITCH
INITIAL CERTIFICATE DISTRIBUTION IBCA
CLASS BALANCE (1) PASS-THROUGH RATE DATE(2) RATING
- ----------- ------------------- ----------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Class X (3) %(4) March 15, 2018 Aaa/AAA
Class A-1 $335,068,000 % November 15, 2007 Aaa/AAA
Class A-2 $691,011,000 % March 15, 2008 Aaa/AAA
Class B $ 28,903,000 %(5) April 15, 2008 Aaa/AA+
Class C $ 65,033,000 %(5) April 15, 2008 Aa2/AA
Class D $ 75,872,000 %(5) July 15, 2008 A2/A
Class E $ 68,646,000 %(6) March 15, 2011 Baa2/BBB
Class F $ 43,355,000 %(6) January 15, 2013 NA/BBB-
</TABLE>
(footnotes on page S-2)
The Offered Certificates will be purchased from the Depositor by Deutsche
Morgan Grenfell Inc. ("DMG"), Lehman Brothers Inc. ("Lehman Brothers") and
Residential Funding Securities Corporation ("RFSC" and, with DMG and Lehman
Brothers, the "Underwriters"), with DMG and Lehman Brothers as co-bookrunners
and co-lead managers, and will be offered by the Underwriters from time to
time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. Proceeds to the Depositor from the sale of
the Offered Certificates, before deducting expenses payable by the Depositor
estimated to be approximately $ , will be % of the initial aggregate
Certificate Balance of the Offered Certificates, plus accrued interest. The
Offered Certificates are offered by the Underwriters subject to prior sale,
when, as and if delivered to and accepted by the Underwriters and subject to
certain other conditions.
It is expected that the Offered Certificates will be delivered in
book-entry form through the Same-Day Funds Settlement System of DTC, Cedel
Bank, societe anonyme, and the Euroclear System on or about May , 1998 (the
"Delivery Date"), against payment therefor in immediately available funds.
DEUTSCHE MORGAN GRENFELL LEHMAN BROTHERS
RESIDENTIAL FUNDING SECURITIES CORPORATION
The date of this Prospectus Supplement is April , 1998.
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
Mortgage Pass-Through Certificates, Series 1998-C1
Idaho Nebraska Missouri Washington
1 property 1 property 8 properties 4 properties
$2,296,307 $6,153,174 $26,083,560 $63,033,903
0.16% of total 0.43% of total 1.80% of total 4.36% of total
Minnesota Illinois Wisconsin Michigan
3 properties 34 properties 1 property 8 properties
$51,567,186 $100,578,286 $4,539,085 $36,604,997
3.57% of total 6.96% of total 0.31% of total 2.53% of total
Pennsylvania Massachusetts Connecticut Rhode Island
3 properties 3 properties 2 properties 2 properties
$20,131,441 $23,157,868 $4,641,398 $17,298,892
1.39% of total 1.60% of total 0.32% of total 1.20% of total
Maryland New York New Jersey Delaware
8 properties 13 properties 16 properties 3 properties
$37,396,229 $152,293,306 $29,686,459 $15,859,106
2.59% of total 10.54% of total 2.05% of total 1.10% of total
Virginia North Carolina Georgia Florida
5 properties 3 properties 10 properties 11 properties
$26,906,398 $10,521,317 $25,003,208 $54,445,035
1.86% of total 0.73% of total 1.73% of total 3.77% of total
Tennessee Kentucky Arkansas Louisiana
1 property 1 property 1 property 5 properties
$3,492,543 $3,497,339 $2,681,087 $36,191,152
0.24% of total 0.24% of total 0.19% of total 2.50% of total
Texas Colorado Arizona Nevada
85 properties 1 property 23 properties 2 properties
$310,782,395 $6,973,065 $102,987,628 $11,142,981
21.50% of total 0.48% of total 7.13% of total 0.77% of total
California Utah Oregon D.C.
25 properties 4 properties 5 properties 3 properties
$134,299,281 $24,032,603 $35,985,336 $64,920,483
9.29% of total 1.66% of total 2.49% of total 4.49% of total
[ ] less than or equal to 1.0% of Initial Pool Balance
[ ] 1.1% - 5.0% of Initial Pool Balance
[ ] 5.1% - 10.0% of Initial Pool Balance
[ ] greater than 10.0% of Initial Pool Balance
For purposes of this map, each Mortgage Loan secured by multiple Mortgaged
Properties (including the Senior Living Loan (as defined herein)) is treated as
the number of Mortgage Loans equal to the number of Mortgaged Properties, each
of which is allocated a Cut-off Date Balance on the Allocated Principal Amounts
thereof (as defined herein).
<PAGE>
(The footnotes to the table on the cover page are as follows)
- ------------
(1) Subject to a variance of plus or minus 5%.
(2) The "Assumed Final Distribution Date" with respect to any Class of
Offered Certificates is the Distribution Date (as defined herein) on
which the final distribution would occur for such Class of
Certificates based upon the assumption that no Mortgage Loan is
prepaid prior to its stated maturity and otherwise based on the
Maturity Assumptions (as described herein). The actual performance
and experience of the Mortgage Loans will likely differ from such
assumptions. The Rated Final Distribution Date (as defined herein)
for each Class of Principal Balance Certificates (as defined herein)
is the Distribution Date in May, 2030. See "Yield and Maturity
Considerations" herein.
(3) The Class X Certificates will not have a Certificate Balance and will
accrue interest on the Notional Amount (as defined herein) thereof,
which is equal to the aggregate Certificate Balance of the Principal
Balance Certificates.
(4) Approximate initial Pass-Through Rate. The Pass-Through Rate
applicable to the Class X Certificates for each Distribution Date
subsequent to the initial Distribution Date will be equal to the
weighted average (by Certificate Balance of the corresponding Class
of Principal Balance Certificates) of the Pass-Through Rates
applicable to each Class X Component. The Pass-Through Rate for each
Class X Component will equal the excess, if any, of the Weighted
Average Net Mortgage Rate (as defined herein) for such Distribution
Date over the Pass-Through Rate for such Distribution Date applicable
to the related Class of Principal Balance Certificates. See
"Description of the Certificates."
(5) Lesser of fixed rate or Weighted Average Net Mortgage Rate.
(6) Approximate initial Pass-Through Rate. The Pass-Through Rate on the
Class E and Class F Certificates for any Distribution Date will be
equal to the Weighted Average Net Mortgage Rate with respect to such
Distribution Date.
(cover continued from preceding page)
The Certificates will represent the entire beneficial ownership interest
in a trust fund (the "Trust Fund") to be established by the Depositor, the
assets of which will consist primarily of a segregated pool (the "Mortgage
Asset Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"). The Cut-off Date is May 1, 1998 and, as of such date, the Mortgage
Loans had an aggregate principal balance (the "Initial Pool Balance") of
$1,445,183,046 after application of all payments of principal due on or
before such date, whether or not received, and subject to a variance of plus
or minus 5%. Certain characteristics of the Mortgage Loans are described
herein under "Description of the Mortgage Asset Pool."
As described herein, three separate REMIC elections will be made with
respect to the Trust Fund for federal income tax purposes (the REMICs formed
thereby being herein referred to as "REMIC I," "REMIC II" and "REMIC III,"
respectively). The Offered Certificates will constitute "regular interests"
in REMIC III. See "Certain Federal Income Tax Consequences" herein and in the
Prospectus.
Distributions on the Certificates will be made, to the extent of available
funds, on each Distribution Date (as defined herein) beginning in June 1998.
As described herein, interest distributions on each Class of Offered
Certificates will be made on each Distribution Date based on the Pass-Through
Rate then applicable to such Class and the Certificate Balance or Notional
Amount, as the case may be, of such Class outstanding immediately prior to
such Distribution Date. Distributions allocable to principal of the
respective Classes of Certificates with Certificate Balances (the "Principal
Balance Certificates") will be made in the amounts and in accordance with the
priorities described herein until the Certificate Balance of each such Class
is reduced to zero. The Class X Certificates will not have a Certificate
Balance or entitle the holders thereof to receive distributions of principal.
As described herein, any Prepayment Premiums actually collected on the
Mortgage Loans will, in general, be distributed among certain of the Classes
of Certificates in the amounts and in accordance with the priorities
described herein. See "Description of the Certificates -- Distributions"
herein.
S-2
<PAGE>
As and to the extent described herein, the Subordinate Certificates will
be subordinate to the Senior Certificates; and each Class of Subordinate
Certificates will be subordinate to each other class of Subordinate
Certificates, if any, with an earlier alphabetical Class designation. The
REMIC Residual Certificates will be subordinate to the REMIC Regular
Certificates. See "Description of the Certificates -- Distributions" and
"--Subordination; Allocation of Losses and Certain Expenses" herein.
The yield to maturity of each Class of Offered Certificates will depend
on, among other things, the rate and timing of principal payments (including
by reason of prepayments, loan extensions, repurchases, defaults and
liquidations) and losses on or in respect of the Mortgage Loans that result
in a reduction of the Certificate Balance or Notional Amount of such Class.
The yield to maturity of the Class X Certificates will be highly sensitive to
the rate and timing of principal payments (including by reason of
prepayments, loan extensions, repurchases, defaults and liquidations) and
losses on or in respect of the Mortgage Loans, which rate and timing of
principal payments and losses may fluctuate significantly from time to time.
A rate of principal prepayments on the Mortgage Loans that is more rapid than
expected by investors will have a material negative effect on the yield to
maturity of the Class X Certificates. Investors in the Class X Certificates
should consider the associated risks, including the risk that a rapid rate of
principal prepayments on the Mortgage Loans could result in the failure of
investors in such Certificates to recover fully their initial investments.
See "Yield and Maturity Considerations" herein and "Yield and Maturity
Considerations" and "Risk Factors -- Yield and Prepayment Considerations" in
the Prospectus.
See "Index of Principal Definitions" in the Prospectus for the location of
meanings of capitalized terms used but not defined herein. See "Index of
Principal Terms" herein for location of meanings of other capitalized terms
used herein.
There is currently no secondary market for the Offered Certificates. The
Underwriters currently intend to make a secondary market in the Offered
Certificates, but are not obligated to do so. There can be no assurance that
a secondary market for the Offered Certificates will develop or, if it does
develop, that it will continue. The Offered Certificates will not be listed
on any securities exchange.
THE CERTIFICATES OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART OF
A SEPARATE SERIES OF CERTIFICATES ISSUED BY THE DEPOSITOR AND ARE BEING
OFFERED PURSUANT TO ITS PROSPECTUS DATED DECEMBER 17, 1997, OF WHICH THIS
PROSPECTUS SUPPLEMENT IS A PART AND WHICH ACCOMPANIES THIS PROSPECTUS
SUPPLEMENT. THE PROSPECTUS CONTAINS IMPORTANT INFORMATION REGARDING THIS
OFFERING THAT IS NOT CONTAINED HEREIN, AND PROSPECTIVE INVESTORS ARE URGED TO
READ THE PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT IN FULL. SALES OF THE
OFFERED CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED
BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
UNTIL JULY , 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT
RELATES. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
S-3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
- ----------------------------------------------------------------------------------------------
<S> <C>
TRANSACTION OVERVIEW ................................................................. S-6
SUMMARY OF PROSPECTUS SUPPLEMENT ..................................................... S-8
RISK FACTORS ......................................................................... S-20
The Certificates .................................................................... S-20
The Mortgage Loans .................................................................. S-20
DESCRIPTION OF THE MORTGAGE ASSET POOL ............................................... S-29
General ............................................................................. S-29
Certain Terms and Conditions of the Mortgage Loans .................................. S-29
Additional Mortgage Loan Information ................................................ S-33
The Mortgage Loan Sellers ........................................................... S-44
Certain Underwriting Matters ........................................................ S-44
Assignment of the Mortgage Loans; Repurchases and Substitutions ..................... S-46
Representations and Warranties; Repurchases ......................................... S-47
Changes in Mortgage Asset Pool Characteristics ...................................... S-49
SERVICING OF THE MORTGAGE LOANS ...................................................... S-50
General ............................................................................. S-50
The Servicer ........................................................................ S-51
Termination of the Servicer with Respect to Specially Serviced Mortgage Loans and
REO Properties ..................................................................... S-51
Servicing and Other Compensation and Payment of Expenses ............................ S-52
Modifications, Waivers, Amendments and Consents ..................................... S-55
Sale of Defaulted Mortgage Loans .................................................... S-56
REO Properties ...................................................................... S-56
Inspections; Collection of Operating Information .................................... S-57
DESCRIPTION OF THE CERTIFICATES ...................................................... S-58
General ............................................................................. S-58
Book-Entry Registration of the Offered Certificates ................................. S-58
Certificate Balances and Notional Amounts ........................................... S-61
Pass-Through Rates .................................................................. S-62
Distributions ....................................................................... S-63
Subordination; Allocation of Losses and Certain Expenses ............................ S-67
P&I Advances ........................................................................ S-68
Appraisal Reductions ................................................................ S-69
Reports to Certificateholders; Certain Available Information ........................ S-70
Voting Rights ....................................................................... S-72
Termination; Retirement of Certificates ............................................. S-72
The Trustee and the Fiscal Agent .................................................... S-73
YIELD AND MATURITY CONSIDERATIONS .................................................... S-74
Yield Considerations ................................................................ S-74
Weighted Average Life ............................................................... S-76
Certain Price/Yield Tables .......................................................... S-81
Yield Sensitivity of the Class X Certificates ....................................... S-84
S-4
<PAGE>
PAGE
- ----------------------------------------------------------------------------------------------
CERTAIN FEDERAL INCOME TAX CONSEQUENCES .............................................. S-86
General ............................................................................. S-86
Original Issue Discount and Premium ................................................. S-86
Characterization of Investments in Offered Certificates ............................. S-87
METHOD OF DISTRIBUTION ............................................................... S-88
LEGAL MATTERS ........................................................................ S-89
RATINGS .............................................................................. S-89
LEGAL INVESTMENT ..................................................................... S-90
ERISA CONSIDERATIONS ................................................................. S-90
INDEX OF PRINCIPAL TERMS ............................................................. S-92
ANNEX A A-1
ANNEX B B-1
ANNEX C C-1
ANNEX D D-1
</TABLE>
S-5
<PAGE>
TRANSACTION OVERVIEW
Prospective investors are advised to carefully read, and should rely
solely on, the detailed information appearing elsewhere in this Prospectus
Supplement and the Prospectus relating to the Offered Certificates in making
their investment decision. The following Transaction Overview does not
include all relevant information relating to the securities and collateral
described herein, particularly with respect to the risks and special
considerations involved with an investment in such securities and is
qualified in its entirety by reference to the detailed information appearing
elsewhere in this Prospectus Supplement and the Prospectus. Prior to making
an investment decision, a prospective investor should carefully review this
Prospectus Supplement and the Prospectus. Capitalized terms used and not
otherwise defined herein have the respective meanings assigned to them in
this Prospectus Supplement and the Prospectus. See "Index of Principal Terms"
in this Prospectus Supplement and "Index of Principal Definitions" in the
Prospectus.
<TABLE>
<CAPTION>
INITIAL
RATINGS CERTIFICATE PERCENT OF DESCRIPTION INITIAL PASS- WEIGHTED
(MOODY'S/ BALANCE OF INITIAL OF PASS- THROUGH AVG. PRINCIPAL
FITCH NOTIONAL POOL SUBORDINATION THROUGH RATE LIFE(D) WINDOW (D)
CLASS IBCA) AMOUNT BALANCE (C) RATE (APPROX.) (YEARS) (MONTH/YEAR)
- ------- ---------- ----------------- ------------ --------------- ------------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
X Aaa/AAA $1,445,183,046(b) N/A N/A Variable % N/A 6/98 - 3/18
Rate I/O
A-1 Aaa/AAA $ 335,068,000 23.19% 29.00% Fixed Rate % 5.5 6/98 -11/07
A-2 Aaa/AAA $ 691,011,000 47.81% 29.00% Fixed Rate % 9.7 11/07 - 3/08
B Aaa/AA+ $ 28,903,000 2.00% 27.00% (e) % 9.9 3/08 - 4/08
C Aa2/AA $ 65,033,000 4.50% 22.50% (e) % 9.9 4/08 - 4/08
D A2/A $ 75,872,000 5.25% 17.25% (e) % 10.0 4/08 - 7/08
E Baa2/BBB $ 68,646,000 4.75% 12.50% (f) % 11.1 7/08 - 3/11
F N/A/BBB- $ 43,355,000 3.00% 9.50% (f) % 14.2 3/11 - 1/13
G(a) $ 32,516,000 2.25% 7.25% (g) % 14.7 1/13 - 2/13
H(a) $ 25,290,000 1.75% 5.50% (g) % 14.8 2/13 - 3/13
J(a) $ 14,451,000 1.00% 4.50% (g) % 14.9 3/13 - 4/13
K(a) $ 25,290,000 1.75% 2.75% (g) % 15.2 4/13 - 4/14
L(a) $ 14,451,000 1.00% 1.75% (g) % 16.6 4/14 - 9/15
M(a) $ 10,838,000 0.75% 1.00% (g) % 17.8 9/15 - 9/16
N(a) $ 14,459,046 1.00% 0.00% (g) % 19.0 9/16 - 3/18
</TABLE>
- ------------
(a) Not offered hereby.
(b) Notional Amount.
(c) Reflects aggregate of Certificate Balances of all Classes of
Certificates that, as of the Closing Date, are subordinate to the
specified Class, expressed as a percentage of the Initial Pool Balance.
(d) The weighted average life and period during which distributions of
principal would be received (the "Principal Window") set forth in the
foregoing table with respect to each Class of REMIC Regular
Certificates is based on the assumptions that there are no prepayments
on the Mortgage Loans and otherwise on the basis of the Maturity
Assumptions (as defined herein). See "Yield and Maturity
Considerations" herein. With respect to the Class X Certificates, the
Principal Window is the period during which distributions of interest
would be received based upon the foregoing assumptions.
(e) Lesser of fixed rate or Weighted Average Net Mortgage Rate.
(f) Weighted Average Net Mortgage Rate.
(g) To be determined.
S-6
<PAGE>
Set forth below is certain information regarding the Mortgage Loans and
the Mortgaged Properties as of the Cut-off Date (all weighted averages set
forth below are based on the Cut-off Date Balances (as defined herein) of the
respective Mortgage Loans). Such information is described, and additional
information regarding the Mortgage Loans and the Mortgaged Properties is set
forth, under "Description of the Mortgage Asset Pool" herein and in Annex A
hereto.
MORTGAGE POOL CHARACTERISTICS
<TABLE>
<CAPTION>
CHARACTERISTICS ENTIRE MORTGAGE POOL
- ---------------------------------------------- --------------------
<S> <C>
Initial Pool Balance .......................... $1,445,183,046
Number of Mortgage Loans ...................... 182
Number of Mortgaged Properties ................ 295
Average Cut-off Date Balance .................. $7,940,566
Weighted Average Mortgage Rate ................ 7.20%
Weighted Average Remaining Term to Maturity or
Anticipated Repayment Date.................... 132.9 Months
Weighted Average Debt Service Coverage Ratio . 1.49
Weighted Average Cut-off Date LTV Ratio ...... 70.5%
</TABLE>
"Cut-off Date Loan-to-Value Ratio" and "Debt Service Coverage Ratio" are
calculated as described in Annex A hereto.
S-7
<PAGE>
SUMMARY OF PROSPECTUS SUPPLEMENT
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Certain capitalized terms that are used in this
Summary may be defined elsewhere in this Prospectus Supplement, including on
Annex A hereto, or in the Prospectus. An "Index of Principal Definitions" is
included at the end of both this Prospectus Supplement and the Prospectus.
Terms that are used but not defined in this Prospectus Supplement will have
the meanings specified in the Prospectus.
Title of Certificates ......... Mortgage Pass-Through Certificates, Series
1998-C1.
Depositor ..................... GMAC Commercial Mortgage Securities, Inc.
See "The Depositor" in the Prospectus.
Servicer ...................... GMAC Commercial Mortgage Corporation. See
"Servicing of the Mortgage Loans -- The
Servicer" herein.
Trustee ....................... LaSalle National Bank. See "Description of
the Certificates --The Trustee and the
Fiscal Agent" herein.
Mortgage Loan Sellers ......... On or before the Delivery Date, the
Depositor will acquire the Mortgage Loans
that are to constitute the Trust Fund from
German American Capital Corporation
("GACC"), an affiliate of Deutsche Bank AG
and Deutsche Morgan Grenfell Inc., one of
the Underwriters, and GMAC Commercial
Mortgage Corporation ("GMACCM"), an
affiliate of the Depositor and RFSC, one of
the Underwriters (GACC and GMACCM are
collectively referred to as the "Mortgage
Loan Sellers"). Each Mortgage Loan Seller
will make certain representations and
warranties with respect to its Mortgage
Loans, and all such representations and
warranties will be assigned by the Depositor
to the Trustee. See "Description of the
Mortgage Asset Pool -- The Mortgage Loan
Sellers" herein.
Fiscal Agent .................. ABN AMRO Bank N.V., a Netherlands banking
corporation and the indirect corporate
parent of the Trustee. See "Description of
the Certificates -- The Trustee and the
Fiscal Agent" herein.
Cut-off Date .................. May 1, 1998.
Delivery Date ................. On or about May , 1998.
Distribution Date ............. The 15th day of each month, or, if any such
15th day is not a business day, then on the
next business day beginning on June 15, 1998
(the "Distribution Date").
Record Date ................... With respect to any Distribution Date, the
last business day of the calendar month
immediately preceding the month in which
such Distribution Date occurs.
Interest Accrual Period ....... With respect to any Distribution Date, the
calendar month immediately preceding the
month in which such Distribution Date
occurs.
S-8
<PAGE>
Registration and Denominations. The Offered Certificates will be issued as
Book-Entry Certificates in denominations of:
(i) in the case of the Class X Certificates,
$1,000,000 Notional Amount and in any whole
dollar denomination in excess thereof; and
(ii) in the case of the other Classes of
Offered Certificates, $25,000 actual
principal amount and in any whole dollar
denomination in excess thereof. Each Class
of Offered Certificates will be represented
by one or more Certificates registered in
the name of Cede & Co., as nominee of DTC.
Persons acquiring beneficial ownership
interests in the Offered Certificates may
elect to hold their book-entry Certificate
interests either through DTC in the United
States, or through Cedel Bank, societe
anonyme ("CEDEL") or the Euroclear System
("Euroclear") in Europe. Transfers within
DTC, CEDEL or Euroclear, as the case may be,
will be in accordance with the usual rules
and operating procedures of the applicable
system. The Offered Certificates (the "DTC
Registered Certificates") will be
represented by one or more global
certificates registered in the name of Cede
& Co., as nominee of DTC. No Certificate
Owner acquiring an interest in the DTC
Registered Certificates will be entitled to
receive a Definitive Certificate of such
class, except under the limited
circumstances described herein. See
"Description of the Certificates --
Book-Entry Registration of the Offered
Certificates" herein and Annex D hereto and
"Description of the Certificates --
Book-Entry Registration and Definitive
Certificates" in the Prospectus.
The Mortgage Asset Pool ....... The Mortgage Asset Pool will consist of 182
fixed rate Mortgage Loans, with an Initial
Pool Balance of $1,445,183,046, subject to a
variance of plus or minus 5%. All numerical
information provided herein with respect to
the Mortgage Loans is provided on an
approximate basis.
The Cut-off Date Balances (as defined
herein) of the Mortgage Loans will range
from $411,898 to $225,437,229 and the
average Cut-off Date Balance will be
$7,940,566.
Each Mortgage Loan is secured by a first
mortgage lien on a fee simple and/or
leasehold interest in one or more Mortgaged
Properties used for commercial or
multifamily residential purposes.
Substantially all of the Mortgage Loans
constitute nonrecourse obligations of the
related borrower, and prospective investors
should thus consider all of the Mortgage
Loans to be nonrecourse. None of the
Mortgage Loans is insured or guaranteed by
the United States, any governmental agency
or instrumentality or any private mortgage
insurer except for one Mortgage Loan which
has the benefit of a partial surety bond as
described herein. See "Description of the
Mortgage Asset Pool --General" herein.
Set forth below are the number of Mortgaged
Properties and the approximate percentage of
the Initial Pool Balance repre-
S-9
<PAGE>
sented by the related Mortgage Loans, that
are located in the five states with the
highest concentrations:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
MORTGAGED OF INITIAL
STATE PROPERTIES POOL BALANCE
- ------------- ------------ --------------
<S> <C> <C>
Texas ........ 85 21.50%
New York ..... 13 10.54%
California .. 25 9.29%
Arizona ...... 23 7.13%
Illinois ..... 34 6.96%
</TABLE>
The remaining Mortgaged Properties are
located throughout 27 other states and the
District of Columbia.
Set forth below are the number of Mortgaged
Properties and the approximate percentage of
the Initial Pool Balance represented by the
related Mortgage Loans, that are operated
for each indicated purpose:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
MORTGAGED INITIAL
PROPERTY TYPE PROPERTIES POOL BALANCE
- ---------------------------- ------------ ---------------
<S> <C> <C>
Multifamily ................. 90 26.02%
Retail ...................... 40 18.96%
Skilled Nursing ............. 91 17.44%
Hospitality ................. 10 11.63%
Office ...................... 26 11.29%
Independent/Assisted Living 12 4.66%
Mixed Use ................... 8 4.15%
Industrial .................. 13 3.22%
Other ....................... 5 2.63%
</TABLE>
All of the Mortgage Loans bear interest at
Mortgage Rates that are, in each case, fixed
for the entire remaining term of the
Mortgage Loan. No Mortgage Loan (other than
each ARD Loan (as defined herein) permits
negative amortization or the deferral of
accrued interest. See "Description of the
Mortgage Asset Pool -- Certain Terms and
Conditions of the Mortgage Loans -- Mortgage
Rates; Calculations of Interest" herein.
One hundred three (103) of the Mortgage
Loans (the "Balloon Loans"), which represent
61.1% of the Initial Pool Balance, provide
for monthly payments of principal based on
amortization schedules significantly longer
than the remaining terms of such Mortgage
Loans (and, in some cases, following an
interest only period). As a result,
substantial principal amounts will be due
and payable (each such payment, together
with the corresponding interest payment, a
"Balloon Payment") in respect of such
Mortgage Loans on their respective maturity
dates, unless prepaid prior thereto.
Forty-four (44) of the Mortgage Loans, which
represent 11.25% of the Initial Pool
Balance, are fully amortizing.
S-10
<PAGE>
Hyperamortization. Thirty-five (35) of the
Mortgage Loans (the "ARD Loans"), which
represent 27.66% of the Initial Pool
Balance, permit the related borrower to
prepay the related Mortgage Loan without
payment of a Prepayment Premium beginning
at, or up to six months prior to, the
related Anticipated Repayment Date. The
"Anticipated Repayment Date" for any such
ARD Loan is set forth on Annex A. If the
related borrower elects to prepay an ARD
Loan in full on the related Anticipated
Repayment Date, a substantial amount of
principal will be due. If a borrower elects
not to prepay an ARD Loan on or before its
Anticipated Repayment Date, commencing on
such Anticipated Repayment Date, such ARD
Loan will bear interest at the Revised Rate
(as defined herein). Interest accrued on an
ARD Loan at the excess of the related
Revised Rate over the Mortgage Rate (the
"Excess Interest") will be deferred until
the principal balance thereof is reduced to
zero. If a borrower elects not to prepay an
ARD Loan on or before its Anticipated
Repayment Date, all or a substantial portion
of all monthly cash flow from the related
Mortgaged Property collected after such date
will be applied to the payment of principal
on such ARD Loan and, after the principal
balance thereof has been reduced to zero, to
the payment of accrued and unpaid Excess
Interest. To the extent such Excess Interest
is unpaid, it will, except where limited by
applicable law, continue to accrue interest
at the Revised Rate. All of the ARD Loans
for which a Lockbox Account (as defined
herein) has not been established on or
before the Closing Date provide that a
Lockbox Account must be established on or
prior to the applicable Anticipated
Repayment Date. See "Description of the
Mortgage Asset Pool -- Certain Terms and
Conditions of the Mortgage Loans --
Hyperamortization" herein.
Call Protection. All of the Mortgage Loans
impose some restriction on voluntary
principal prepayments, whether in the form
of an absolute prohibition or a requirement
that any voluntary principal prepayment be
accompanied by a Prepayment Premium. The
prepayment terms of each of the Mortgage
Loans are described under "Description of
the Mortgage Asset Pool -- Certain Terms and
Conditions of the Mortgage Loans --
Prepayment Provisions" herein and on Annex A
hereto.
<TABLE>
<CAPTION>
OVERVIEW OF ORIGINAL CALL PROTECTION (1) (2)
- -------------------------------------------------
<S> <C>
Lock-out Period with defeasance ....... 47.38%
Yield maintenance ...................... 29.40%
Lock-out Period with yield maintenance 22.19%
Lock-out Period with fixed percentage . 0.49%
Other................................... 0.55%
</TABLE>
-------------
(1) Percentage of Initial Pool Balance.
Certain of the Mortgage Loans may permit
prepayment without penalty for a
specified period preceding the maturity
date or Anticipated Repayment Date.
S-11
<PAGE>
(2) With respect to one (1) Mortgage Loan
representing 3.10% of the Initial Pool
Balance, 0.50% is added to the
applicable treasury rate for purposes
of calculating the applicable yield
maintenance charge.
Defeasance. Forty-four (44) Mortgage Loans,
which represent 47.38% of the Initial Pool
Balance, permit the applicable borrower,
after a specified period and provided no
event of default exists, to obtain the
release of the related Mortgaged Property
(or, if a Cross-Collateralized Mortgage Loan
(as defined herein), one or more of the
related Mortgaged Properties) from the lien
of the related Mortgage (a "Defeasance
Option") upon the pledge to the Trustee of
noncallable U.S. government obligations that
provide payments on or prior to all
successive scheduled payment dates upon
which interest and principal payments are
due under the related Mortgage Note and in
amounts due on such dates, and upon
satisfaction of certain other conditions.
For detailed statistical information
regarding the entire Mortgage Asset Pool,
see "Description of the Mortgage Asset Pool
-- Certain Terms and Conditions of the
Mortgage Loans -- Defeasance" herein and
Annex A hereto.
Description of the Certificates The Certificates will be issued pursuant to
a Pooling and Servicing Agreement, to be
dated as of the Cut-off Date, among the
Depositor, the Servicer, the Trustee and the
Fiscal Agent (the "Pooling and Servicing
Agreement"), and will represent in the
aggregate the entire beneficial ownership
interest in the Trust Fund, which will
consist of the Mortgage Asset Pool and
certain related assets.
Certificate Balances and
Notional Amounts ............ Upon initial issuance, the Class A-1, Class
A-2, Class B, Class C, Class D, Class E and
Class F Certificates will have the
respective Certificate Balances set forth on
the cover page hereof (in each case, subject
to a variance of plus or minus 5%).
The Class G, Class H, Class J, Class K,
Class L, Class M and Class N Certificates
will have an initial aggregate Certificate
Balance equal to the excess of the Initial
Pool Balance over the initial aggregate
Certificate Balance of the Class A, Class B,
Class C, Class D, Class E and Class F
Certificates.
The Class X Certificates will not have a
Certificate Balance; such Class of
Certificates will instead represent the
right to receive distributions of interest
accrued as described herein on a Notional
Amount. The Notional Amount of the Class X
Certificates at any time will equal the
aggregate Certificate Balance of the
Principal Balance Certificates at such time.
The Notional Amount of the Class X
Certificates is used solely for the purpose
of determining the amount of interest to be
distributed on such Class of Certificates
and does not represent
S-12
<PAGE>
the right to receive any distributions of
principal. The Class X Certificates consist
of the Class X Components (as defined
herein) each corresponding to a different
Class of Principal Balance Certificates.
No Class of REMIC Residual Certificates will
have a Certificate Balance.
See "Description of the Certificates --
Certificate Balances and Notional Amounts"
and "--Distributions" herein.
Pass-Through Rates ............ The Pass-Through Rate applicable to the
Class X Certificates for the initial
Distribution Date will equal approximately
% per annum. The Pass-Through Rate
applicable to the Class X Certificates for
each Distribution Date subsequent to the
initial Distribution Date will be equal to
the weighted average (by Certificate Balance
of the corresponding Class of Principal
Balance Certificates) of the Pass-Through
Rates applicable to each Class X Component.
The Pass-Through Rate for each Class X
Component will equal the excess, if any, of
the Weighted Average Net Mortgage Rate (as
defined herein) for such Distribution Date
over the Pass-Through Rate for such
Distribution Date applicable to the related
Class of Principal Balance Certificates.The
Pass-Through Rate for any Class X Component
relating to a Class of Principal Balance
Certificates having a Pass-Through Rate
equal to the Weighted Average Net Mortgage
Rate will be zero.
The Pass-Through Rates applicable to the
Class A-1 and Class A-2 Certificates will be
fixed and will be equal to the respective
Pass-Through Rates specified for each such
Class on the cover page hereof. The
Pass-Through Rates applicable to the Class
B, Class C and Class D Certificates for any
Distribution Date will be equal to the
lesser of the respective Pass-Through Rates
specified for each such Class on the cover
page hereof and the Weighted Average Net
Mortgage Rate with respect to such
Distribution Date. The Pass-Through Rates
applicable to the Class E and Class F
Certificates for any Distribution Date will
be equal to the Weighted Average Net
Mortgage Rate with respect to such
Distribution Date.
The Pass-Through Rate applicable to the
Class G, Class H, Class J, Class K, Class L,
Class M and Class N Certificates for any
Distribution Date will be equal to either
the Weighted Average Net Mortgage Rate with
respect to such Distribution Date or the
lesser of a specified rate and the Weighted
Average Net Mortgage Rate with respect to
such Distribution Date. No Class of REMIC
Residual Certificates will have a
Pass-Through Rate.
Distributions of Interest and
Principal on the Senior
Certificates ................. On each Distribution Date, to the extent of
the Available Distribution Amount (as
defined herein) for such date, the holders
of the respective Classes of Senior
Certificates will be entitled to receive
distributions of interest, on a pro rata
basis,
S-13
<PAGE>
in an amount equal to all Distributable
Certificate Interest (as defined herein) in
respect of each such Class of Certificates
for such Distribution Date and, to the
extent not previously paid, for all prior
Distribution Dates, if any.
On each Distribution Date, following all
required distributions of interest on the
Senior Certificates, the Trustee will apply
the remaining portion, if any, of the
Available Distribution Amount for such date
to make payments of principal on the
respective Classes of Class A Certificates,
in the amounts and order described herein,
up to an aggregate amount equal to the
lesser of (i) the then aggregate of the
outstanding Certificate Balance of the Class
A Certificates and (ii) the aggregate of the
Principal Distribution Amount (as defined
herein) for such Distribution Date (or, on
the final Distribution Date in connection
with a termination of the Trust Fund (see
"Description of the Certificates --
Termination; Retirement of Certificates"
herein), up to an aggregate amount equal to
the aggregate of the then outstanding
Certificate Balances of the Class A
Certificates). See "Description of the
Certificates -- Distributions" herein.
Distributions of Interest and
Principal on the Class B,
Class C, Class D, Class E
and Class F Certificates ...... On each Distribution Date, following all
required distributions of interest and
principal on the Senior Certificates, the
Trustee will apply the remaining portion, if
any, of the Available Distribution Amount
for such date to make payments of interest
and principal on the Class B, Class C, Class
D, Class E and Class F Certificates, in that
order. On each Distribution Date, the
holders of each such Class of Offered
Certificates, to the extent of the Available
Distribution Amount remaining after all
required distributions of interest and
principal on the Senior Certificates and
each other Class of Offered Certificates, if
any, with an earlier alphabetical Class
designation, will be entitled: first, to
distributions of interest up to an amount
equal to all Distributable Certificate
Interest in respect of such particular Class
of Offered Certificates for such
Distribution Date and, to the extent not
previously paid, for all prior Distribution
Dates, if any, and, then, if the Certificate
Balances of the Class A Certificates and
each other Class of Principal Balance
Certificates, if any, with an earlier
alphabetical Class designation, have been
reduced to zero, to distributions of
principal up to an amount equal to the
lesser of (i) the then outstanding
Certificate Balance of such particular Class
of Offered Certificates and (ii) the
aggregate of the Principal Distribution
Amount for such Distribution Date (net of
any portion of such aggregate amount paid in
retirement of the Class A Certificates
and/or any other Class of Principal Balance
Certificates with an earlier alphabetical
Class designation) (or, on the final
Distribution Date in connection with a
termination of the Trust Fund, up to an
amount equal to the then outstanding
Certificate Balance of such particular Class
of Offered Certificates). See "Description
of the Certificates -- Distributions"
herein.
S-14
<PAGE>
Distributions of Prepayment
Premiums ..................... Any Prepayment Premium actually collected
with respect to a Mortgage Loan during any
particular Collection Period (as defined
herein) will be distributed among certain
Classes of Certificates in the amounts and
priorities described under "Description of
the Certificates -- Distributions --
Distributions of Prepayment Premiums"
herein.
Certain Yield and Prepayment
Considerations ............... The yield on each Class of Offered
Certificates will depend on, among other
things, the Pass-Through Rate for such
Certificates. The yield on any Offered
Certificate that is purchased at a discount
or premium will also be affected by the rate
and timing of distributions in respect of
principal on such Certificate, which in turn
will be affected by (i) the rate and timing
of principal payments (including principal
prepayments) on the Mortgage Loans and (ii)
the extent to which such principal payments
are applied on any Distribution Date in
reduction of the Certificate Balance of the
Class to which such Certificate belongs. See
"Description of the Certificates --
Distributions --Application of the Available
Distribution Amount" and "--Distributions --
Principal Distribution Amount" herein.
An investor that purchases an Offered
Certificate at a discount should consider
the risk that a slower than anticipated rate
of principal payments on such Certificate
will result in an actual yield that is lower
than such investor's expected yield. An
investor that purchases any Offered
Certificate at a premium should consider the
risk that a faster than anticipated rate of
principal payments on such Certificate will
result in an actual yield that is lower than
such investor's expected yield. Insofar as
an investor's initial investment in any
Offered Certificate is returned in the form
of payments of principal thereon, there can
be no assurance that such amounts can be
reinvested in a comparable alternative
investment with a comparable yield.
The actual rate of prepayment of principal
on the Mortgage Loans cannot be predicted.
The investment performance of the Offered
Certificates may vary materially and
adversely from the investment expectations
of investors due to prepayments on the
Mortgage Loans being higher or lower than
anticipated by investors. The actual yield
to the holder of an Offered Certificate may
not be equal to the yield anticipated at the
time of purchase of the Certificate or,
notwithstanding that the actual yield is
equal to the yield anticipated at that time,
the total return on investment expected by
the investor or the expected weighted
average life of the Certificate may not be
realized. For a discussion of certain
factors affecting prepayment of the Mortgage
Loans, including the effect of Prepayment
Premiums, see "Yield and Maturity
Considerations" herein. In deciding whether
to purchase any Offered Certificates, an
investor should make an independent decision
as to the appropriate prepayment assumptions
to be used.
S-15
<PAGE>
The Pass-Through Rates applicable to the
Class B, Class C and Class D Certificates
for any Distribution Date will be equal to
the lesser of the respective Pass-Through
Rates specified for each such Class on the
cover page hereof and the Weighted Average
Net Mortgage Rate with respect to such
Distribution Date. The Pass-Through Rates
applicable to the Class E and Class F
Certificates for any Distribution Date will
be equal to the Weighted Average Net
Mortgage Rate with respect to such
Distribution Date. Losses or payments of
principal on Mortgage Loans with higher
Mortgage Rates could result in a reduction
in the Weighted Average Net Mortgage Rate
thereby reducing the Pass-Through Rates for
the Class E and Class F Certificates and, to
the extent that the Weighted Average Net
Mortgage Rate is reduced below the specified
fixed rates set forth on the cover hereof
for the Class B, Class C and Class D
Certificates, reducing the Pass-Through
Rates on such Classes of Offered
Certificates.
The Class X Certificates are interest-only
Certificates and are not entitled to any
distributions in respect of principal. The
yield to maturity of the Class X
Certificates will be especially sensitive to
the prepayment, loan extension, repurchase,
default and liquidation experience on, the
Mortgage Loans, which prepayment,
repurchase, default and recovery experience
may fluctuate significantly from time to
time. A rate of principal payments and
liquidations on the Mortgage Loans that is
more rapid than expected by investors will
have a material negative effect on the yield
to maturity of the Class X Certificates and
may result in holders not recouping their
initial investments. In addition, the
Pass-Through Rate for any Class X Component
relating to a Class of Principal Balance
Certificates having a Pass-Through Rate
equal to the Weighted Average Net Mortgage
Rate will be zero. See "Yield and Maturity
Considerations -- Yield Sensitivity of the
Class X Certificates" herein.
P&I Advances .................. The Servicer is required to make advances
(each, a "P&I Advance") of delinquent
principal and interest on the Mortgage
Loans, under the circumstances and subject
to the limitations set forth herein. In no
event will the Servicer be required to
advance the full amount of any delinquent
Balloon Payment. If the Servicer fails to
make a required P&I Advance, the Trustee
will be required to make such P&I Advance.
If the Trustee fails to make a required P&I
Advance, the Fiscal Agent will be required
to make such P&I Advance. The Servicer, the
Trustee and the Fiscal Agent will each be
entitled to interest on any P&I Advances
made and certain servicing expenses incurred
by it or on its behalf, such interest
accruing at the rate and payable under the
circumstances described herein. See
"Description of the Certificates -- P&I
Advances" herein and "Description of the
Certificates -- Advances in Respect of
Delinquencies" and "The Pooling and
Servicing Agreements -- Certificate Account"
in the Prospectus.
S-16
<PAGE>
Subordination; Allocation of
Losses and Certain Expenses ... The rights of the holders of the Subordinate
Certificates to receive distributions with
respect to the Mortgage Loans will be
subordinate to the rights of the holders of
the Senior Certificates and, further, in the
case of any particular Class of Subordinate
Certificates, to the rights of the holders
of each other Class of Subordinate
Certificates, if any, with an earlier
alphabetical Class designation, in each case
to the extent described herein and in the
Prospectus. In addition, the rights of the
holders of the REMIC Residual Certificates
to receive distributions with respect to the
Mortgage Loans will be subordinate to the
rights of the holders of the REMIC Regular
Certificates, to the extent described herein
and in the Prospectus. Such subordination
will be accomplished by the application of
the Available Distribution Amount on each
Distribution Date to distributions on the
respective Classes of Certificates in the
order described herein under "Description of
the Certificates --Distributions --
Application of the Available Distribution
Amount." No other form of Credit Support
will be available for the benefit of the
holders of the Offered Certificates.
If, following the distributions to be made
in respect of the Certificates on any
Distribution Date, the aggregate Stated
Principal Balance of the Mortgage Asset Pool
that will be outstanding immediately
following such Distribution Date is less
than the then aggregate Certificate Balance
of the Principal Balance Certificates, the
Certificate Balances of the Subordinate
Certificates will be reduced, in reverse
alphabetical order, until, in the case of
each such Class of Subordinate Certificates,
such deficit (or the related Certificate
Balance) is reduced to zero (whichever
occurs first). If any portion of such
deficit remains outstanding at such time as
the aggregate Certificate Balance of the
Subordinate Certificates is reduced to zero,
then, the respective Certificate Balances of
the Class A-1 and Class A-2 Certificates
will be reduced, pro rata in accordance with
the relative sizes of the remaining
Certificate Balances of such Classes of
Certificates, until such deficit (or each
such Certificate Balance) is reduced to
zero. Any such deficit may be the result of
Realized Losses (as defined herein) incurred
in respect of the Mortgage Loans and/or
Additional Trust Fund Expenses (also, as
defined herein). The foregoing reductions in
the Certificate Balances of the Principal
Balance Certificates will be deemed to
constitute an allocation of any such
Realized Losses and Additional Trust Fund
Expenses. Any such allocation will also have
the effect of reducing the Notional Amount
of the Class X Certificates.
Optional Termination .......... At its option, on any Distribution Date on
which the remaining aggregate Stated
Principal Balance of the Mortgage Asset Pool
is less than 1% of the Initial Pool Balance,
the Servicer or the Depositor may purchase
all of the Mortgage Loans and REO
Properties, and thereby effect termination
of the Trust Fund and
S-17
<PAGE>
early retirement of the then outstanding
Certificates. See "Description of the
Certificates -- Termination; Retirement of
Certificates" herein and in the Prospectus.
Certain Federal Income Tax
Consequences ................. For federal income tax purposes, three
separate REMIC elections will be made with
respect to certain segregated asset pools
which make up the Trust Fund, the resulting
REMICs being herein referred to as REMIC I,
REMIC II and REMIC III, respectively. The
assets of REMIC I will include the Mortgage
Loans, any REO Properties acquired on behalf
of the Certificateholders, the Certificate
Account, the REO Account (if established)
and any Replacement Mortgage Loans
substituted for Deleted Mortgage Loans (as
defined herein). For federal income tax
purposes, (i) the separate, uncertificated
regular interests in REMIC I will be the
"regular interests" in REMIC I and will
constitute the assets of REMIC II, (ii) the
Class R-I Certificates will be the sole
class of "residual interests" in REMIC I,
(iii) the separate, uncertificated regular
interests in REMIC II will be the "regular
interests" in REMIC II and will constitute
the assets of REMIC III, (iv) the Class R-II
Certificates will be the sole class of
"residual interests" in REMIC II, (v) the
REMIC Regular Certificates will be the
"regular interests" in, and generally will
be treated as debt obligations of, REMIC
III, and (vi) the Class R-III Certificates
will be the sole class of "residual
interests" in REMIC III.
For further information regarding the
federal income tax consequences of investing
in the Offered Certificates, see "Certain
Federal Income Tax Consequences" herein and
in the Prospectus.
Ratings ....................... It is a condition to their issuance that the
Offered Certificates receive from Moody's
Investors Service, Inc. ("Moody's") and
Fitch IBCA, Inc. ("Fitch IBCA" and together
with Moody's, the "Rating Agencies") the
credit ratings indicated herein. The ratings
of the Offered Certificates address the
timely payment thereon of interest and, to
the extent applicable, the ultimate payment
thereon of principal on or before the Rated
Final Distribution Date. The ratings of the
Offered Certificates do not, however,
represent any assessment of (i) the
likelihood or frequency of principal
prepayments (whether voluntary or
involuntary) on the Mortgage Loans, (ii) the
corresponding effect on yield to investors,
(iii) the possibility that, as a result of
prepayments, investors in the Class X
Certificates may realize a lower than
anticipated yield or may not fully recover
their initial investment or (iv) whether and
to what extent Prepayment Premiums will be
received. Further, a security rating does
not represent any assessment of the yield to
maturity that investors may experience or
the possibility that the holders of the
Class X Certificates might not fully recover
their investment in the event of rapid
prepayments of the Mortgage Loans
S-18
<PAGE>
(including both voluntary and involuntary
prepayments). In general, the ratings thus
address credit risk and not prepayment risk.
As described herein, the amounts payable
with respect to the Class X Certificates
consist only of interest. If the entire pool
were to prepay in the initial month, with
the result that the Class X
Certificateholders receive only a single
month's interest and thus suffer a nearly
complete loss of their investment, all
amounts "due" to such Holders will
nevertheless have been paid, and such result
is consistent with the "AAA" rating received
on the Class X Certificates. The Class X
Certificates' Notional Amount upon which
interest is calculated is reduced by the
allocation of Realized Losses, Additional
Trust Fund Expenses and prepayments, whether
voluntary or involuntary. The rating does
not address the timing or magnitude of
reductions of such notional amount, but only
the obligation to pay interest timely on the
Notional Amount as so reduced from time to
time. Accordingly, the ratings of the Class
X Certificates should be evaluated
independently from similar ratings on other
types of securities. The ratings of the
Offered Certificates also do not address
certain other matters as described under
"Ratings" herein. A security rating is not a
recommendation to buy, sell or hold
securities and may be subject to revision or
withdrawal at any time by the assigning
rating agency. See "Ratings" herein.
Legal Investment .............. The Offered Certificates will not be
"mortgage related securities" within the
meaning of SMMEA. Institutions whose
investment activities are subject to legal
investment laws and regulations, regulatory
capital requirements or review by regulatory
authorities may be subject to restrictions
on investment in the Offered Certificates
and should consult their legal advisors to
determine whether and to what extent the
Offered Certificates constitute legal
investments for them. See "Legal Investment"
herein and in the Prospectus.
ERISA Considerations .......... A fiduciary of a Plan should review with its
counsel whether the purchase or holding of
Offered Certificates could give rise to a
transaction that is prohibited or is not
otherwise permitted either under ERISA or
Section 4975 of the Code or whether there
exists any statutory or administrative
exemption applicable thereto. See "ERISA
Considerations" herein and in the
Prospectus.
S-19
<PAGE>
RISK FACTORS
Prospective purchasers of Offered Certificates should consider, among
other things, the following risk factors (as well as the risk factors set
forth under "Risk Factors" in the Prospectus) in connection with an
investment therein.
THE CERTIFICATES
Subordination of Class B, Class C, Class D, Class E and Class F
Certificates; Allocation of Realized Losses. As described herein, the rights
of holders of the Subordinate Certificates, including the Class B, Class C,
Class D, Class E and Class F Certificates, to receive certain payments of
principal and interest otherwise payable on their Certificates, in the case
of each Class of Subordinate Certificates, will be subordinated to such
rights of the holders of the Senior Certificates and the holders of each
other Class of Subordinate Certificates, if any, having an earlier
alphabetical Class designation, to the extent set forth herein. See
"Description of the Certificates -- Distributions" herein. Realized Losses on
the Mortgage Loans and Additional Trust Fund Expenses will be allocated to
the Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F,
Class E, Class D, Class C and Class B Certificates, in that order, reducing
amounts payable to each such Class. Any such allocation of Realized Losses
and Additional Trust Fund Expenses will have the effect of reducing the
Notional Amount of the Class X Certificates by the amount so allocated.
Potential Conflicts of Interest. As described herein, the Servicer will
have considerable latitude in determining whether to liquidate or modify
defaulted Mortgage Loans. See "Servicing of the Mortgage Loans --
Modifications, Waivers, Amendments and Consents" herein. GMACCM, the
Servicer, may acquire in connection with the initial issuance thereof certain
of the Subordinate Certificates, including the Class N Certificates. In
addition, subject to the conditions described herein, the holder or holders
of Certificates representing more than 50% of the voting rights allocated to
the Controlling Class (as described herein and initially consisting of the
Class N Certificates) may terminate the rights and obligations of the
Servicer in respect of Specially Serviced Mortgage Loans and REO Properties
(each as defined herein) and may appoint a replacement to perform such
duties, which replacement may be any such holder or an affiliate thereof.
Investors in the Offered Certificates should consider that, although the
Servicer will be obligated to act in accordance with the terms of the Pooling
and Servicing Agreement, it may have interests when dealing with defaulted
Mortgage Loans that are in conflict with those of the holders of the Offered
Certificates. See "Servicing of the Mortgage Loans -- Termination of the
Servicer with Respect to Specially Serviced Mortgage Loans and REO
Properties" herein.
THE MORTGAGE LOANS
Environmental Considerations. All of the Mortgaged Properties were subject
to a "Phase I" environmental site assessment (or an update of a previously
conducted assessment) and, in the case of certain Mortgage Loans, a "Phase
II," which were performed on behalf of the related Mortgage Loan Seller, or
as to which the related report was delivered to the related Mortgage Loan
Seller in connection with its acquisition or origination of the related
Mortgage Loan. With respect to all but four (4) of the Mortgage Loans (which
represent 1.69% of the Initial Pool Balance), such environmental assessments
(or updates) were performed during the 12-month period prior to the Cut-off
Date. No such environmental assessment revealed any material adverse
environmental condition or circumstance with respect to any Mortgaged
Property, except for: (i) those cases where such conditions were remediated
or abated prior to the Delivery Date; (ii) those cases in which an operations
and maintenance plan or periodic monitoring of such Mortgaged Property or
nearby properties was recommended; (iii) those cases involving a leaking
underground storage tank or groundwater contamination at a nearby property,
which condition had not yet materially affected such Mortgaged Property and
as to which a responsible party has either been identified under applicable
law or was then conducting remediation of the related condition; or (iv)
those cases in which groundwater, soil or other contamination was identified
or suspected, and an escrow reserve, indemnity or other collateral was
provided to cover the estimated costs of continued monitoring, investigation,
testing or remediation.
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The Servicer is required to obtain an environmental site assessment of a
Mortgaged Property securing a defaulted Mortgage Loan prior to acquiring
title thereto or assuming its operation. Such requirement effectively
precludes enforcement of the security for the related Mortgage Note until a
satisfactory environmental site assessment is obtained (or until any required
remedial action is thereafter taken), but will decrease the likelihood that
the Trust Fund will become liable for a material adverse environmental
condition at the Mortgaged Property. However, there can be no assurance that
this requirement will effectively insulate the Trust Fund from potential
liability for a materially adverse environmental condition at any Mortgaged
Property. See "The Pooling and Servicing Agreements -- Realization Upon
Defaulted Mortgage Loans," "Risk Factors -- Environmental Considerations" and
"Certain Legal Aspects of Mortgage Loans -- Environmental Considerations" in
the Prospectus.
Geographic Concentration. Eighty-five (85) Mortgaged Properties, securing
Mortgage Loans which represent 21.50% of the Initial Pool Balance, are
located in Texas; thirteen (13) Mortgaged Properties, securing Mortgage Loans
which represent 10.54% of the Initial Pool Balance, are located in New York;
twenty-five (25) Mortgaged Properties, securing Mortgage Loans which
represent 9.29% of the Initial Pool Balance, are located in California;
twenty-three (23) Mortgaged Properties, securing Mortgage Loans which
represent 7.13% of the Initial Pool Balance, are located in Arizona;
thirty-four (34) Mortgaged Properties, securing Mortgage Loans which
represent 6.96% of the Initial Pool Balance, are located in Illinois; and
three (3) Mortgaged Properties, securing Mortgage Loans which represent 4.49%
of the Initial Pool Balance, are located in the District of Columbia. For
purposes of describing geographic concentration, the Senior Living Loan (as
defined herein), which is secured by 87 Mortgaged Properties (including the
Senior Living Account Properties, as defined herein) located in two states,
is treated as 87 Mortgage Loans, each of which is allocated a Cut-off Date
Principal Balance based on the Allocated Principal Amounts thereof (as
defined herein). In general, the level of such concentration increases the
exposure of the Mortgage Asset Pool to any adverse economic or other
developments, including earthquakes, hurricanes and other natural disasters,
that may occur in such States. In addition, improvements on Mortgaged
Properties located in California may be more susceptible to certain types of
special hazards not covered by insurance (such as earthquakes) than
properties located in other parts of the country. In general, the Mortgaged
Properties are not insured for earthquake risk. With respect to Mortgaged
Properties located in California, the related Mortgage Loan Seller generally
conducted seismic studies to assess the "probable maximum loss" for the
related Mortgaged Properties. In certain circumstances, the related borrower
was required to obtain earthquake insurance covering the Mortgaged
Properties. Certain of such Mortgaged Properties may be insured in amounts
less than the outstanding principal balances of such Mortgage Loans.
Mortgage Loans Not Insured. Except for the Senior Living Loan, which has
the benefit of a partial surety bond, none of the Mortgage Loans is insured
or guaranteed by the United States, any governmental entity or
instrumentality, by any private mortgage insurer or by the Depositor, the
Underwriters, Servicer or any Mortgage Loan Seller. As described herein, in
certain limited circumstances, a Mortgage Loan Seller may be obligated to
repurchase or replace a Mortgage Loan if its representations and warranties
concerning such Mortgage Loan are breached; however, there can be no
assurance that any Mortgage Loan Seller will be in a financial position to
effect such repurchase or substitution. See "Description of the Mortgage
Asset Pool -- The Mortgage Loan Sellers," "--Assignment of the Mortgage
Loans; Repurchases and Substitutions," and "--Representations and Warranties;
Repurchases" herein.
Non-Recourse Mortgage Loans. Substantially all of the Mortgage Loans are
non-recourse loans as to which recourse, in the event of a default, will be
limited to the related Mortgaged Property. In those cases where the loan
documents permit recourse to the borrower or a guarantor, no assurance can be
given that the financial condition of such borrower or guarantor will permit
it to satisfy its recourse obligations. Consequently, payment on each
Mortgage Loan prior to maturity is (or should be considered by investors to
be) dependent primarily on the sufficiency of the cash flow of the related
Mortgaged Property, and at maturity (whether at scheduled maturity or, in the
event of a default, upon the acceleration of such maturity) upon the then
market value of the related Mortgaged Property or the ability of the related
borrower to refinance the Mortgaged Property.
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Balloon Payments. One hundred three (103) of the Mortgage Loans, which
represent 61.10% of the Initial Pool Balance, provide for Balloon Payments to
be due at their respective stated maturity dates unless prepaid prior
thereto. Loans with Balloon Payments involve a greater likelihood of default
than self-amortizing loans because the ability of a borrower to make a
Balloon Payment typically will depend upon its ability either to refinance
the loan or to sell the related Mortgaged Property. See "Description of the
Mortgage Asset Pool -- Certain Terms and Conditions of the Mortgage Loans"
herein and "Risk Factors -- Balloon Payments; Borrower Default" in the
Prospectus.
In order to maximize recoveries on defaulted Mortgage Loans, the Servicer
may extend and modify Mortgage Loans that are in material default or as to
which a payment default (including the failure to make a Balloon Payment) is
reasonably foreseeable; subject, however, to the limitations described under
"Servicing of the Mortgage Loans -- Modifications, Waivers, Amendments and
Consents" herein. There can be no assurance, however, that any such extension
or modification will increase the present value of recoveries in a given
case. Any delay in collection of a Balloon Payment that would otherwise be
distributable in respect of a Class of Offered Certificates, whether such
delay is due to borrower default or to modification of the related Mortgage
Loan by the Servicer, will likely extend the weighted average life of such
Class of Offered Certificates. See "Yield and Maturity Considerations" herein
and in the Prospectus.
Risks Particular to Multifamily Properties. Ninety (90) Mortgaged
Properties, securing Mortgage Loans which represent 26.02% of the Initial
Pool Balance, are secured by multifamily rental properties. Adverse economic
conditions, either local, regional or national, may limit the amount of rent
that can be charged for rental units, and may result in a reduction in timely
rent payments or a reduction in occupancy levels. Occupancy and rent levels
may also be affected by construction of additional housing units, local
military base closings, developments at local colleges and universities and
national, regional and local politics, including, in the case of multifamily
rental properties, current or future rent stabilization and rent control laws
and agreements. In addition, the level of mortgage interest rates may
encourage tenants in multifamily rental properties to purchase housing.
Furthermore, tax credit and city, state and federal housing subsidy or
similar programs may impose rent limitations and may adversely affect the
ability of the applicable borrowers to increase rents to maintain such
Mortgaged Properties in proper condition during periods of rapid inflation or
declining market value of such Mortgaged Properties. In addition, such
programs may impose income restrictions on tenants, which may reduce the
number of eligible tenants in such Mortgaged Properties and result in a
reduction in occupancy rates applicable thereto. Furthermore, some eligible
tenants may not find any differences in rents between such subsidized or
supported properties and other multifamily rental properties in the same area
to be a sufficient economic incentive to reside at a subsidized or supported
property, which may have fewer amenities or otherwise be less attractive as a
residence. All of these conditions and events may increase the possibility
that a borrower may be unable to meet its obligations under its Mortgage
Loan.
Risks Particular to Retail Properties. Forty (40) Mortgaged Properties,
securing Mortgage Loans which represent 18.96% of the Initial Pool Balance,
are secured by retail properties. Significant factors determining the value
of retail properties are the quality of the tenants as well as fundamental
aspects of real estate such as location and market demographics. The
correlation between the success of tenant businesses and property value is
more direct with respect to retail properties than other types of commercial
property because a significant component of the total rent paid by retail
tenants is often tied to a percentage of gross sales. Significant tenants at
a retail property play an important part in generating customer traffic and
making a retail property a desirable location for other tenants at such
property. Accordingly, retail properties may be adversely affected if a
significant tenant ceases operations at such locations (which may occur on
account of a voluntary decision not to renew a lease, bankruptcy or
insolvency of such tenant, such tenant's general cessation of business
activities or for other reasons). In addition, certain tenants at retail
properties may be entitled to terminate their leases or pay reduced rent if
an anchor tenant ceases operations at such property. In such cases, there can
be no assurance that any such anchor tenants will continue to occupy space in
the related shopping centers. See "Description of the Mortgage Asset Pool --
Certain Terms and Conditions of the Mortgage Loans -- Tenant Matters"
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herein. Furthermore, the correlation between the success of tenant businesses
and credit quality of the Mortgage Loan is increased when the property is a
single tenant property. For a description of risk factors relating to single
tenant properties see "--Tenant Credit Risk" herein.
Unlike office or hospitality properties, retail properties also face
competition from sources outside a given real estate market. Catalogue
retailers, home shopping networks, the Internet, telemarketing and outlet
centers all compete with more traditional retail properties for consumer
dollars. Continued growth of these alternative retail outlets (which are
often characterized by lower operating costs) could adversely affect the
rents collectible at the retail properties which secure Mortgage Loans in the
Trust Fund.
Risks Particular to Skilled Nursing Facilities. Ninety-one (91) Mortgaged
Properties, securing Mortgage Loans which represent 17.44% of the Initial
Pool Balance, are secured by Mortgages on properties operated as skilled
nursing facilities. Significant factors determining the value of such
properties include federal and state laws, competition with similar
properties on a local and regional basis and the continued availability of
revenue from government reimbursement programs, primarily Medicaid and
Medicare.
Such facilities may receive a substantial portion of their revenues from
government reimbursement programs, primarily Medicaid and Medicare. Medicaid
and Medicare are subject to statutory and regulatory changes, retroactive
rate adjustments, administrative rulings, policy interpretations, delays by
fiscal intermediaries and government funding restrictions, all of which can
adversely affect revenues from operation. Moreover, governmental payors have
employed cost-containment measures that limit payments to health care
providers. In addition, providers of long-term nursing care and other medical
services are highly regulated by federal, state and local law and are subject
to, among other things, federal and state licensing requirements, facility
inspections, rate setting, reimbursement policies, and laws relating to the
adequacy of medical care, distribution of pharmaceuticals, equipment,
personnel, operating policies and maintenance of and additions to facilities
and services, any or all of which factors can increase the cost of operation,
limit growth and, in extreme cases, require or result in suspension or
cessation of operations.
Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements are generally not permitted to be made to any person
other than the provider who actually furnished the related medical goods and
services. Accordingly, in the event of foreclosure on a nursing facility, a
subsequent lessee or operator of the facility would generally not be entitled
to obtain from government payors any outstanding reimbursement payments
relating to services furnished prior to such foreclosure.
Such facilities may be subject to state regulation that requires the
operators to be licensed (generally on an annual basis), and the facilities
must meet various state licensure requirements that relate, among other
things, to qualifications of personnel, quality of care and the adequacy of
their buildings, equipment and suppliers. In the event of foreclosure, there
can be no assurance that the Trustee or purchaser at a foreclosure sale would
be entitled to the rights under any required licenses and regulatory
approvals, or that such party, if required to apply in its own right, could
obtain a new license or a new approval. In addition, such facilities are
generally "special purpose" properties that are not readily converted to
general residential, retail or office use.
Risks Particular to Office Properties. Twenty-six (26) Mortgaged
Properties, securing Mortgage Loans which represent 11.29% of the Initial
Pool Balance, are secured by office properties. Significant factors
determining the value of office properties are the quality of the tenants in
the building, the physical attributes of the building in relation to
competing buildings and the strength and stability of the market area as a
desirable business location. Office properties may be adversely affected by
an economic decline in the business operated by the tenants. The risk of such
an adverse effect is increased if revenue is dependent on a single tenant or
if there is a significant concentration of tenants in a particular business
or industry. For a description of risk factors relating to single tenant
properties see "--Tenant Credit Risk" herein.
Office properties are also subject to competition with other office
properties in the same market. Competition is affected by a property's age,
condition, design (e.g., floor sizes and layout), access to transportation
and ability or inability to offer certain amenities to its tenants, including
sophisticated building systems (such as fiberoptic cables, satellite
communications or other base building technological features).
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The success of an office property also depends on the local economy. A
company's decision to locate office headquarters in a given area, for
example, may be affected by such factors as labor cost and quality, tax
environment and quality of life issues such as schools and cultural
amenities. A central business district may have an economy which is markedly
different from that of a suburb. The local economy and the financial
condition of the owner will impact on an office property's ability to attract
stable tenants on a consistent basis. In addition, the cost of refitting
office space for a new tenant is often more costly than for other property
types.
Risks Particular to Hospitality Properties. Ten (10) Mortgaged Properties,
securing Mortgage Loans which represent 11.63% of the Initial Pool Balance,
are secured by hospitality properties. Various factors, including location,
quality and franchise affiliation, affect the economic viability of a
hospitality property. Adverse economic conditions, either local, regional or
national, may limit the amount that may be charged for a room and may result
in a reduction in occupancy levels. The construction of competing hospitality
properties can have similar effects. Because hospitality property rooms
generally are rented for short periods of time, hospitality properties tend
to respond more quickly to adverse economic conditions and competition than
do other commercial properties. In addition, the transferability of franchise
license agreements may be restricted. Furthermore, the ability of a
hospitality property to attract customers, and a portion of a hospitality
property's revenues, may depend on its having a liquor license. Such a
license may not be transferable in the event of a foreclosure on the related
Mortgaged Property.
Risks Particular to Industrial Properties. Thirteen (13) Mortgaged
Properties, securing Mortgage Loans which represent 3.22% of the Initial Pool
Balance, are secured by industrial properties. Significant factors
determining the value of industrial properties are the quality of tenants,
building design and adaptability and the location of the property. Concerns
about the quality of tenants, particularly major tenants, are similar in both
office properties and industrial properties, although industrial properties
are more frequently dependent on a single tenant. For a description of risk
factors relating to single tenant properties see "--Tenant Credit Risk"
herein. In addition, properties used for many industrial purposes are more
prone to environmental concerns than other property types.
Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics which are valuable to an industrial
property include clear heights, column spacing, zoning restrictions, number
of bays and bay depths, divisibility, truck turning radius and overall
functionality and accessibility. Location is also important because an
industrial property requires the availability of labor sources, proximity to
supply sources and customers and accessibility to rail lines, major roadways
and other distribution channels.
Risks Associated with Other Property Types. Mortgage loans secured by
other property types, such as parking garages, mixed use, mobile home parks
and hospitals, may pose risks not associated with loans secured by liens on
other types of income-producing real estate. Thirteen (13) Mortgaged
Properties, securing Mortgage Loans which represent approximately 6.78% of
the Initial Pool Balance, are secured by such other types of property. Such
properties may be "special purpose" properties that may have limited
alternative uses.
Tenant Credit Risk. Income from and the market value of retail, office and
industrial Mortgaged Properties would be adversely affected if space in such
Mortgaged Properties could not be leased, if tenants were unable to meet
their lease obligations, if a significant tenant were to become a debtor in a
bankruptcy case under any bankruptcy or other similar law related to
creditors rights or if for any other reason rental payments could not be
collected. If tenant sales in the Mortgaged Properties that contain retail
space were to decline, rents based upon such sales would decline and tenants
may be unable to pay their rent or other occupancy costs. Upon the occurrence
of an event of default by a tenant, delays and costs in enforcing the
lessor's rights could be experienced. Repayment of the Mortgage Loans will be
affected by the expiration of space leases and the ability of the respective
borrowers to renew the leases or relet the space on comparable terms. Even if
vacated space is successfully relet, the costs associated with reletting,
including tenant improvements, leasing commissions and free rent, could
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exceed the amount of any reserves maintained for such purpose and could
reduce cash flow from the Mortgaged Properties. Although many of the Mortgage
Loans require the borrower to maintain escrows for such consideration, there
can be no assurance that such factors will not adversely impact the ability
of a borrower to repay a mortgage loan.
Management. The successful operation of a real estate project is dependent
on the performance and viability of the property manager of such project. The
property manager is responsible for responding to changes in the local
market, planning and implementing the rental structure, including
establishing levels of rent payments, and ensuring that maintenance and
capital improvements can be carried out in a timely fashion. Accordingly, by
controlling costs, providing appropriate service to tenants and seeing to the
maintenance of improvements, sound property management can improve cash flow,
reduce vacancy, leasing and repair costs and preserve building value. On the
other hand, management errors can, in some cases, impair the long term
viability of a real estate project.
Certain of the Mortgaged Properties may be managed by property managers
affiliated with the respective borrowers. These property managers may also
manage and/or franchise additional properties, including Mortgaged Properties
or other properties that may compete with the Mortgaged Properties. Moreover,
affiliates of the managers and/or the borrowers, or the managers and/or the
borrowers themselves, may also own other properties, including competing
properties. Accordingly, the managers of the Mortgaged Properties and the
borrowers may experience conflicts of interest in the management and/or
ownership of such properties.
Limitations of Appraisals. An appraisal was conducted in respect of each
of the Mortgaged Properties in connection with the origination of the related
Mortgage Loan, and the resulting estimates of value are the bases of the
Cut-off Date LTV Ratios referred to herein. However, those estimates
represent the analysis and opinion of the person performing the appraisal or
market analysis and are not guarantees of present or future values. Moreover,
the values of the Mortgaged Properties may have fluctuated significantly
since the appraisal or market study was performed in connection with the
origination of the related Mortgage Loan and generally, no update of such
appraisal or market study has been performed since the date of origination.
In addition, appraisals seek to establish the amount a typically motivated
buyer would pay a typically motivated seller. Such amount could be
significantly higher than the amount obtained from the sale of a Mortgaged
Property under a distress or liquidation sale. Information regarding the
values of Mortgaged Properties available to the Depositor as of the Cut-off
Date is presented in Annex A and Annex C hereto for illustrative purposes
only.
Risks of Secured Subordinate Financing. Certain of the Mortgaged
Properties are known to be encumbered by subordinated debt that is not part
of the Mortgage Asset Pool. For all of the Mortgage Loans, the holder of any
material subordinate debt has agreed not to foreclose for so long as the
related Mortgage Loan is outstanding and the Trust Fund is not pursuing a
foreclosure action. Substantially all of the Mortgage Loans either prohibit
the related borrower from encumbering the Mortgaged Property with additional
secured debt or require the consent of the holder of the first lien prior to
so encumbering such property. However, a violation of such prohibition may
not become evident until the related Mortgage Loan otherwise defaults.
The existence of any such additional subordinate indebtedness may increase
the difficulty of refinancing the related Mortgage Loan at maturity for the
purpose of making any Balloon Payments and the possibility that reduced cash
flow could result in deferred maintenance. Also, in the event that the holder
of the subordinated debt secured by a Mortgaged Property has filed for
bankruptcy or been placed in involuntary receivership, foreclosing on such
Mortgaged Property could be delayed.
Related Borrowers. Certain borrowers under the Mortgage Loans are
affiliated or under common control with one another. In such circumstances,
any adverse circumstances relating to a borrower or an affiliate thereof and
affecting one of the related Mortgage Loans or Mortgaged Properties could
also affect Mortgage Loans or Mortgaged Properties of the related borrower.
In particular, the bankruptcy or insolvency of any such borrower or affiliate
could have an adverse effect on the operation of all of the Mortgaged
Properties of that borrower and its affiliates and on the ability of such
related Mortgaged Properties to produce sufficient cash flow to make required
payments on the Mortgage Loans. For
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example, if a person that owns or directly or indirectly controls several
Mortgaged Properties experiences financial difficulty at one Mortgaged
Property, it could defer maintenance at one or more other Mortgaged
Properties in order to satisfy current expenses with respect to the Mortgaged
Property experiencing financial difficulty, or it could attempt to avert
foreclosure by filing a bankruptcy petition that might have the effect of
interrupting payments for an indefinite period on all the related Mortgage
Loans. See "Certain Legal Aspects of Mortgage Loans -- Bankruptcy Laws" in
the Prospectus.
Concentration of Mortgage Loans. Several of the Mortgage Loans,
individually or together with other Mortgage Loans with which they are
cross-collateralized, have Cut-off Date Balances that are substantially
higher than the average Cut-off Date Balance, including one Mortgage Loan
representing 15.60% of the Initial Pool Balance. In general, concentrations
in a mortgage pool of loans with larger-than-average balances can result in
losses that are more severe, relative to the size of the pool, than would be
the case if the aggregate balance of the pool were more evenly distributed.
Limitation on Enforceability of Cross-Collateralization. Eleven (11)
Mortgage Loans, representing in the aggregate 4.27% of the Initial Pool
Balance, are cross-collateralized with one or more other Mortgage Loans (the
"Cross-Collateralized Mortgage Loans"). Cross-collateralization arrangements
involving more than one borrower could be challenged as a fraudulent
conveyance by creditors of a borrower or by the representative or the
bankruptcy estate of a borrower, if a borrower were to become a debtor in a
bankruptcy case. Generally, under federal and most state fraudulent
conveyance statutes, the incurring of an obligation or the transfer of
property by a person will be subject to avoidance under certain circumstances
if the person did not receive fair consideration or reasonably equivalent
value in exchange for such obligation or transfer and (i) was insolvent or
was rendered insolvent by such obligation or transfer, (ii) was engaged in
business or a transaction, or was about to engage in business or a
transaction, for which any property remaining with the person has an
unreasonably small capital or (iii) intended to, or believed that it would,
incur debts that would be beyond the person's ability to pay as such debts
matured. Accordingly, a lien granted by a borrower to secure repayment of
another borrower's Mortgage Loan could be avoided if a court were to
determine that (i) such borrower was insolvent at the time of granting the
lien, was rendered insolvent by the granting of the lien, or was left with
inadequate capital or was not able to pay its debts as they matured and (ii)
the borrower did not, when it allowed its Mortgaged Property to be encumbered
by a lien securing the entire indebtedness represented by the other Mortgage
Loan, receive fair consideration or reasonably equivalent value for pledging
such Mortgaged Property for the equal benefit of the other borrower. See
"Description of the Mortgage Asset Pool-Certain Terms and Conditions of the
Mortgage Loans --Related Borrowers, Cross-Collateralized and Cross-Defaulted
Mortgage Loans."
Tax Considerations Related to Foreclosure. If the Trust Fund were to
acquire a Mortgaged Property after a default on the related Mortgage Loan
pursuant to a foreclosure or delivery of a deed in lieu of foreclosure, the
Servicer would be required to retain an independent contractor to operate and
manage the Mortgaged Property. By reference to rules applicable to real
estate investment trusts, such property will be considered "foreclosure
property" for a period of two full years after the taxable year of
acquisition, with possible extensions. Any net income from such "foreclosure
property" other than qualifying "rents from real property," will subject
REMIC I to federal (and possibly state or local) tax on such income at the
highest marginal corporate tax rate, thereby reducing net proceeds available
for distribution to Certificateholders.
Risks Associated with Mortgaged Properties located in California. As of
the Cut-off Date, twenty-five (25) of the Mortgaged Properties, securing
Mortgage Loans which represent 9.29% of the Initial Pool Balance, are located
in California. The following discussion contains a general summary of certain
legal aspects of loans secured by income-producing properties in California.
The summary does not purport to be complete nor does the summary reflect the
laws of any other state. The summary relates only to the topics covered and
are qualified in their entirety by reference to the applicable state laws
being discussed. See also "Certain Legal Aspects of Mortgage Loans" in the
Prospectus.
Mortgage loans in California are generally secured by deeds of trust.
Provided the deed of trust contains a private power of sale, a lender may
foreclose either non-judicially or judicially. Most lenders
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choose non-judicial foreclosure because the process typically may be
completed within a much shorter time frame; however, a lender is barred from
obtaining a deficiency judgment after a non-judicial foreclosure. If the
lender opts for judicial foreclosure, an application for a deficiency
judgment must be filed with the court within three months of the foreclosure
sale. A deficiency judgment may not exceed the difference between the
indebtedness and the fair value of the property, as determined by the court.
Unless the lender waives the right to a deficiency judgment, the borrower has
a right to redeem the property following a judicial foreclosure sale for a
period of three months from the date of sale if the proceeds from the sale
were sufficient to satisfy the debt, or for a period of one year if the
proceeds were insufficient to satisfy the debt. Junior lienholders do not
have a right to redeem the property following a judicial foreclosure sale
unless the junior lien was created before July 1, 1983. California's form of
the "one action rule" requires the lender to look first to the property for
satisfaction of the debt if the lender wants to pursue a deficiency judgment.
In general, a lender who takes any action to enforce the debt other than
judicial or non-judicial foreclosure violates the one-action rule and may be
deemed to have waived its security for the indebtedness and, in some cases,
may be prevented from collecting the indebtedness altogether.
Leasehold Considerations. One (1) Mortgage Loan, which represents 3.39% of
the Initial Pool Balance, is secured solely by a Mortgage on the borrower's
leasehold interest under a ground lease. Three (3) Mortgage Loans, which
represent 6.55% of the Initial Pool Balance, are secured by a Mortgage on
both the borrower's leasehold interest and fee simple interest in the
Mortgaged Property. See "Description of the Mortgage Asset Pool -- Certain
Terms and Conditions of the Mortgage Loans -- Ground Leases" herein.
Leasehold mortgage loans are subject to certain risks not associated with
mortgage loans secured by a lien on the fee estate of the borrower. The most
significant of these risks is that if the borrower's leasehold were to be
terminated upon a lease default, the leasehold mortgagee would lose its
security. However, in each of these cases, each related ground lease requires
the lessor to give the leasehold mortgagee notice of lessee defaults and an
opportunity to cure them, permits the leasehold estate to be assigned to and
by the leasehold mortgagee at and after a foreclosure sale, and contains
certain other protective provisions typically included in a "mortgageable"
ground lease.
Zoning and Building Code Compliance. Each Mortgage Loan Seller has taken
certain steps to establish that the use and operation of Mortgaged Properties
securing its Mortgage Loans were in compliance in all material respects with
all applicable zoning, land-use, building, fire and health ordinances, rules,
regulations and orders applicable to such Mortgaged Properties, but no
assurance can be made that such steps revealed all possible violations.
Evidence of such compliance may have been in the form of legal opinions,
certifications from government officials, title policy endorsements and/or
representations by the related borrower contained in the related Mortgage
Loan documents. Certain violations may exist at any particular Mortgaged
Property, but the related Mortgage Loan Seller does not consider any such
violations known to it to be material. In many cases, the use, operation
and/or structure of a Mortgaged Property constitutes a permitted
nonconforming use and/or structure, which may not be rebuilt to its current
state in the event of a material casualty event; however, it is expected that
insurance proceeds would be available for application to the related Mortgage
Loan if such were to occur.
Risk of Changes in Concentrations. As payments in respect of principal
(including in the form of voluntary principal prepayments, liquidations
proceeds and the repurchase prices for any Mortgage Loans repurchased due to
breaches of representations or warranties or defaults) are received with
respect to the Mortgage Loans, the remaining Mortgage Loans as a group may
exhibit increased concentration with respect to the type of properties,
property characteristics, number of borrowers and affiliated borrowers and
geographic location. Because principal on the Principal Balance Certificates
is payable in sequential order, the Classes thereof that have a lower
priority with respect to the payment of principal are relatively more likely
to be exposed to any risks associated with changes in concentrations of
borrower, loan or property characteristics.
Costs of Compliance with Americans with Disabilities Act. Under the
Americans with Disabilities Act of 1990 (the "ADA"), all public
accommodations are required to meet certain federal requirements
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related to access and use by disabled persons. To the extent the Mortgaged
Properties do not comply with the ADA, the borrowers may be required to incur
costs of complying with the ADA. In addition, noncompliance could result in
the imposition of fines by the federal government or an award of damages to
private litigants.
Litigation. There may be legal proceedings pending and, from time to time,
threatened against the borrowers and their affiliates relating to the
business of or arising out of the ordinary course of business of the
borrowers and their affiliates. There can be no assurance that such
litigation will not have a material adverse affect on the distributions to
Certificateholders.
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DESCRIPTION OF THE MORTGAGE ASSET POOL
GENERAL
The Mortgage Asset Pool will consist of 182 Mortgage Loans with an Initial
Pool Balance of $1,445,183,046, subject to a variance of plus or minus 5%.
See "Description of the Trust Funds" and "Certain Legal Aspects of Mortgage
Loans" in the Prospectus. All numerical information provided herein with
respect to the Mortgage Loans is provided on an approximate basis. All
weighted average information provided herein with respect to the Mortgage
Loans is determined by related Cut-off Date Balance. The "Cut-off Date
Balance" of each Mortgage Loan is the unpaid principal balance thereof as of
the Cut-off Date (which will be May 1, 1998), after application of all
payments of principal due on or before such date, whether or not received.
Except as otherwise described below under "--Certain Terms and Conditions
of the Mortgage Loans -- Related Borrowers, Cross-Collateralized and
Cross-Defaulted Mortgage Loans," each Mortgage Loan is evidenced by a
Mortgage Note and secured by a Mortgage that creates a first mortgage lien on
a fee simple and/or leasehold interest in a Mortgaged Property, improved by
multifamily, retail, skilled nursing, office, industrial, cooperative
housing, hospitality or other commercial property.
Ten (10) of the Mortgage Loans (other than the Cross-Collateralized
Mortgage Loans), which represent 27.58% of the Initial Pool Balance, are
secured by more than one Mortgaged Property, including the Senior Living
Loan, which is secured by 74 Mortgaged Properties and 13 Senior Living
Account Properties (as defined herein). Accordingly, the total number of
Mortgage Loans reflected herein is 182, while the total number of Mortgaged
Properties reflected herein is 295.
The Mortgage Asset Pool includes five (5) separate sets of
Cross-Collateralized Mortgage Loans, which represent in the aggregate 4.27%
of the Initial Pool Balance. See "--Certain Terms and Conditions of the
Mortgage Loans -- Related Borrowers, Cross-Collateralized and Cross-Defaulted
Mortgage Loans" below and Annex A hereto.
Substantially all the Mortgage Loans constitute nonrecourse obligations of
the related borrower and, upon any such borrower's default in the payment of
any amount due under the related Mortgage Loan, the holder thereof may look
only to the related Mortgaged Property or Properties for satisfaction of the
borrower's obligation. In addition, in those cases where recourse to a
borrower or guarantor is permitted by the loan documents, no assurance can be
given that the financial condition of such borrower or guarantor will permit
it to satisfy its recourse obligations. Except for the Senior Living Loan
which has the benefit of a partial surety bond, none of the Mortgage Loans is
insured or guaranteed by the United States, any governmental entity or
instrumentality, by any private mortgage insurer, or by the Depositor,
Servicer or any Mortgage Loan Seller.
Thirty (30) of the Mortgage Loans (the "GACC Mortgage Loans"), which
represent 17.08% of the Initial Pool Balance, are currently held by GACC.
Substantially all of the GACC Mortgage Loans were originated by GACC or its
affiliates. One hundred fifty-two (152) of the Mortgage Loans (the "GMACCM
Mortgage Loans"), which represent 82.92% of the Initial Pool Balance, are
currently held by GMACCM. Substantially all of the GMACCM Mortgage Loans were
originated by GMACCM.
On or prior to the Delivery Date, the Depositor will acquire the Mortgage
Loans from the Mortgage Loan Sellers, in each case pursuant to a purchase
agreement to be entered into between the Depositor and the related Mortgage
Loan Seller (each, a "Mortgage Loan Purchase Agreement"). The Depositor will
thereupon assign its interests in the Mortgage Loans, without recourse, to
the Trustee for the benefit of the Certificateholders. See "--The Mortgage
Loan Sellers" and "--Assignment of Mortgage Loans; Repurchases and
Substitutions" below. Each Mortgage Loan Seller constitutes a "Mortgage Asset
Seller" for purposes of the Prospectus.
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Due Dates. One hundred seventy-nine (179) of the Mortgage Loans provide
for scheduled monthly payments of principal and/or interest ("Monthly
Payments") on Due Dates which are the first day of each
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month. Three (3) of the Mortgage Loans provide for Monthly Payments on Due
Dates which are the tenth day of each month. In the case of certain Mortgage
Loans, the related Balloon Payment may be due on a day other than the related
Due Date for Monthly Payments (any resulting Balloon Payment Interest
Shortfalls (as defined herein) to be covered by the Servicer out of its own
funds). See "Servicing of the Mortgage Loans -- Servicing and Other
Compensation and Payment of Expenses" herein.
None of the Mortgage Loans provide for a grace period for the payment of
Monthly Payments of more than fifteen days.
Mortgage Rates; Calculations of Interest. One hundred sixty-one (161) of
the Mortgage Loans, which represent 68.20% of the Initial Pool Balance,
accrue interest at fixed interest rates on the basis of a 360-day year
consisting of twelve 30-day months. Twenty-one (21) of the Mortgage Loans,
which represent 31.80% of the Initial Pool Balance, accrue interest on the
basis of the actual number of days elapsed in a year consisting of 360 days
(with respect to one of such Mortgage Loans, after an initial interest-only
period).
As of the Cut-off Date, the Mortgage Rates of the Mortgage Loans range
from 6.70% to 8.875% per annum, and the weighted average Mortgage Rate of the
Mortgage Loans is 7.20% per annum.
Hyperamortization. Thirty-five (35) of the Mortgage Loans, which represent
27.66% of the Initial Pool Balance, bear interest at their respective
Mortgage Rates until an Anticipated Repayment Date. Commencing on the
respective Anticipated Repayment Date, except as described below, each such
Mortgage Loan generally will bear interest at a fixed rate (the "Revised
Rate") per annum equal to the Mortgage Rate plus 2.0%. Excess Interest on
such Mortgage Loans will be deferred until the principal balance thereof is
reduced to zero. Non-payment of such Excess Interest will not constitute a
default under such Mortgage Loans prior to the related maturity date. To the
extent Excess Interest is unpaid, it will, except where limited by applicable
law, continue to accrue interest at the Revised Rate. Prior to the
Anticipated Repayment Date, borrowers under ARD Loans will be required to
enter into a lockbox agreement whereby all revenue will be deposited directly
into a designated account (the "Lockbox Account") controlled by the Servicer.
From and after the Anticipated Repayment Date, in addition to paying interest
(at the Mortgage Rate) and principal (based on the amortization schedule),
the related borrower generally will be required to apply all monthly cash
flow from the related Mortgaged Property to pay the following amounts in the
following order of priority: (i) payments to required escrow funds, (ii)
payment of operating expenses pursuant to the terms of an annual budget
approved by the Servicer, (iii) payment of approved extraordinary operating
expenses or capital expenses not set forth in the approved annual budget or
allotted for in any escrow fund, (iv) principal on the Mortgage Loan until
such principal is paid in full and (v) to Excess Interest. As described
below, ARD Loans generally provide that the related borrower is prohibited
from prepaying the Mortgage Loan until zero to six months prior to the
Anticipated Repayment Date but, upon the commencement of such period, may
prepay the loan, in whole or in part, without payment of a Prepayment
Premium. The Anticipated Repayment Date for each ARD Loan is listed in Annex
A.
Amortization of Principal. The Mortgage Asset Pool consists of one hundred
three (103) Balloon Loans, which represent 61.10% of the Initial Pool
Balance; thirty-five (35) ARD Loans, which represent 27.66% of the Initial
Pool Balance; and forty-four (44) fully amortizing Mortgage Loans, which
represent 11.25% of the Initial Pool Balance.
One (1) Mortgage Loan, which represents 0.32% of the Initial Pool Balance,
is a "split amortization" Mortgage Loan that amortizes at a certain
amortization schedule for a specified period following origination, and
thereafter amortizes at a different amortization schedule until maturity. No
assurance is given as to the effect of such split amortization on prepayment
of such Mortgage Loan. See "Certain Characteristics of the Mortgage
Loans--Split Amortization Loans" in Annex A hereto.
In addition, three (3) Mortgage Loans, which represent 3.71% of the
Initial Pool Balance, provide for payments of interest only for up to 36
months following origination before payments of principal are due. The total
dollar amount of the Monthly Payment with respect to each such Mortgage Loan
will be subject
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to a one-time increase in order to permit the commencement of scheduled
amortization of such loan. See "Risk Factors -- Balloon Payments; Borrower
Default" in the Prospectus. No Mortgage Loan (other than the ARD Loans)
permits negative amortization or the deferral of accrued interest.
Prepayment Provisions. As of the Cut-off Date, all of the Mortgage Loans
impose some restriction on voluntary principal prepayments, whether in the
form of an absolute prohibition or a requirement that any voluntary principal
prepayment be accompanied by a Prepayment Premium.
As described herein, Prepayment Premiums actually collected on the
Mortgage Loans will be distributed to the respective Classes of
Certificateholders in the amounts and priorities described under "Description
of the Certificates -- Distributions -- Distributions of Prepayment Premiums"
herein. The enforceability, under the laws of a number of states, of
provisions similar to the provisions of the Mortgage Loans providing for the
payment of a Prepayment Premium upon an involuntary prepayment is unclear. No
assurance can be given that, at any time that any Prepayment Premium is
required to be made in connection with an involuntary prepayment, the
obligation to pay such Prepayment Premium will be enforceable under
applicable law or, if enforceable, the foreclosure proceeds will be
sufficient to make such payment. Liquidation Proceeds recovered in respect of
any defaulted Mortgage Loan will, in general, be applied to cover outstanding
servicing expenses and unpaid principal and interest prior to being applied
to cover any Prepayment Premium due in connection with the liquidation of
such Mortgage Loan. The Depositor makes no representation as to the
enforceability of the provision of any Mortgage Loan requiring the payment of
a Prepayment Premium or as to the collectability of any Prepayment Premium.
In general, no Prepayment Premium will be payable upon any mandatory
prepayment of a Mortgage Loan in connection with a casualty or condemnation.
See "Annex A" herein and "Certain Legal Aspects of Mortgage Loans -- Default
Interest and Limitations on Prepayments" in the Prospectus.
No Prepayment Premium will be payable in connection with any repurchase of
a Mortgage Loan by a Mortgage Loan Seller for a material breach of
representation or warranty on the part of such Mortgage Loan Seller or any
failure to deliver documentation relating thereto, nor will any Prepayment
Premium be payable in connection with the purchase of all of the Mortgage
Loans and any REO Properties by the Servicer or the Depositor in connection
with the termination of the Trust Fund or in connection with the purchase of
defaulted Mortgage Loans by the Servicer or any holder or holders of
Certificates evidencing a majority interest in the Controlling Class. See
"--Assignment of the Mortgage Loans; Repurchases and Substitutions" and
"--Representations and Warranties; Repurchases" and "Description of the
Certificates -- Termination; Retirement of Certificates" herein.
Defeasance. Forty-four (44) Mortgage Loans, which represent 47.38% of the
Initial Pool Balance, permit the applicable borrower, after a specified
period and provided that no event of default exists, to exercise a Defeasance
Option, provided that, among other conditions, the borrower (a) pays on any
Due Date (the "Release Date") (i) all interest accrued and unpaid on the
principal balance of the Mortgage Note to and including the Release Date,
(ii) all other sums, excluding scheduled interest or principal payments, due
under the Mortgage Loan, and (iii) any costs and expenses incurred in
connection with such release, (b) delivers direct, non-callable obligations
of (or non-callable obligations, fully guaranteed as to timely payment by)
the United States of America (the "Defeasance Collateral") providing payments
on or prior to all successive scheduled payment dates from the Release Date
to the related maturity date, and in an amount equal to or greater than the
scheduled payments due on such dates under the Mortgage Loan (or with respect
to Cross-Collateralized Mortgage Loans which permit defeasance, an amount
equal to not less than the principal portion of such Mortgage Loan allocable
to the released Mortgaged Property), and (c) delivers a security agreement
granting the Trust Fund a first priority security interest in the Defeasance
Collateral and an opinion of counsel to such effect. Simultaneously with such
actions, the related Mortgaged Property will be released from the lien of the
Mortgage Loan and the Defeasance Collateral will be substituted as the
collateral securing the Mortgage Loan.
The Depositor makes no representation as to the enforceability of the
defeasance provisions of any Mortgage Loan.
Related Borrowers, Cross-Collateralized and Cross-Defaulted Mortgage
Loans. Each of the Mortgage Loan Sellers has identified certain sets of
Mortgage Loans in its respective pool made to
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borrowers who are affiliated or under common control with one another
(although no such set of Mortgage Loans represents more than 8.21% of the
Initial Pool Balance). See "--Additional Mortgage Loan Information --
Significant Mortgage Loans -- The AIMCO Loans" herein and "Annex A -- Certain
Characteristics of the Mortgage Loans".
Eleven (11) Mortgage Loans, which represent 4.27% of the Initial Pool
Balance, are Cross-Collateralized Mortgage Loans among groups of related
borrowers.
Cross-collateralization arrangements involving more than one borrower
could be challenged as a fraudulent conveyance by creditors of a borrower or
by the representative of the bankruptcy estate of a borrower, if a borrower
were to become a debtor in a bankruptcy case. See "Risk Factors -- The
Mortgage Loans -- Limitation on Enforceability of Cross-Collateralization"
herein.
See Annex A hereto for information regarding the Cross-Collateralized
Mortgage Loans.
Ten (10) Mortgage Loans (other than the Cross-Collateralized Mortgage
Loans), which represent 27.58% of the Initial Pool Balance, are secured by
one or more Mortgages encumbering multiple Mortgaged Properties. With respect
to each of such Mortgage Loans, the related Mortgaged Properties are of the
same property type and, other than the Senior Living Loan, are located in the
same state. Each of these Mortgage Loans is evidenced by a single Mortgage
Note, and despite the related multiple Mortgaged Properties, none is treated
as a set of Cross-Collateralized Mortgage Loans for purposes herein. The
Senior Living Loan is secured by 74 Mortgaged Properties and 13 Senior Living
Account Properties (as defined herein) located in two states and is evidenced
by one Mortgage Note. Accordingly, the total number of Mortgage Loans
reflected herein is 182, while the total number of Mortgaged Properties
(including the Senior Living Account Properties for such purpose only)
reflected herein is 295. The Senior Living Loan is treated as a single
Mortgage Loan for all purposes hereof except that in describing the
geographic concentration and property type distribution of the Mortgage Asset
Pool, the Senior Living Loan is treated as 87 Mortgage Loans, each of which
is assigned an Allocated Principal Amount as described herein.
Due-on-Sale and Due-on-Encumbrance Provisions. All of the Mortgage Loans
contain both "due-on-sale" and "due-on-encumbrance" clauses that in each
case, subject to limited exceptions, permit the holder of the Mortgage to
accelerate the maturity of the related Mortgage Loan if the borrower sells or
otherwise transfers or encumbers the related Mortgaged Property other than in
accordance with the terms of the related Mortgage or other loan documents or
prohibit the borrower from doing so without the consent of the holder of the
Mortgage. See "--Secured Subordinate Financing" herein. Certain of the
Mortgage Loans permit either: (i) a one-time transfer of the related
Mortgaged Property if certain specified conditions are satisfied or if the
transfer is to a borrower reasonably acceptable to the lender, or (ii)
transfers to certain parties related to the borrower. The Servicer will
determine, in accordance with the Servicing Standard, whether to exercise any
right the holder of any Mortgage may have under any such clause to accelerate
payment of the related Mortgage Loan upon, or to withhold its consent to, any
transfer or further encumbrance of the related Mortgaged Property. See "The
Pooling and Servicing Agreements -- Due-on-Sale and Due-on-Encumbrance
Provisions" and "Certain Legal Aspects of Mortgage Loans -- Due-on-Sale and
Due-on-Encumbrance" in the Prospectus.
Secured Subordinate Financing. Certain of the Mortgaged Properties are
known to be encumbered by subordinated debt that is not part of the Mortgage
Asset Pool. In all cases, the holder of any material subordinated debt has
agreed not to foreclose for so long as the related Mortgage Loan is
outstanding, and the Trust Fund is not pursuing a foreclosure action.
Substantially all of the remaining Mortgage Loans either prohibit the related
borrower from encumbering the Mortgaged Property with additional secured debt
or require the consent of the holder of the first lien prior to so
encumbering such property. See "Risk Factors -- The Mortgage Loans -- Risks
of Secured Subordinate Financing" herein and "Certain Legal Aspects of
Mortgage Loans -- Subordinate Financing" in the Prospectus.
Ground Leases. One (1) Mortgage Loan, which represents 3.39% of the
Initial Pool Balance, is secured solely by a Mortgage on the applicable
borrower's leasehold interest in the related Mortgaged Property. Three (3)
Mortgage Loans, which represent 6.55% of the Initial Pool Balance, are
secured by
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a Mortgage on both the borrower's leasehold interest and fee simple interest
in the Mortgaged Property. None of the related ground leases expire less than
ten years after the stated maturity of the related Mortgage Loan. In each
such case, the related ground lessor has agreed to give the holder of the
Mortgage Loan notice of, and has granted such holder the right to cure, any
default or breach by the lessee. As described below under "--Additional
Mortgage Loan Information -- Significant Mortgage Loans -- The Senior Living
Loan", the Senior Living Loan is secured by Mortgages on fee simple interests
in 74 Mortgaged Properties and by security interests in certain accounts,
income and other personal property relating to 13 additional properties in
which the related borrower has leasehold interests. See "Risk Factors -- The
Mortgage Loans -- Leasehold Considerations" herein.
ADDITIONAL MORTGAGE LOAN INFORMATION
General. For a detailed presentation of certain characteristics of the
Mortgage Loans and Mortgaged Properties, on an individual basis and in
tabular format, see Annex A hereto.
Significant Mortgage Loans.
The Senior Living Loan
The Loan. The largest Mortgage Loan in the Mortgage Asset Pool (the
"Senior Living Loan") is a Mortgage Loan originated by GMACCM on February 6,
1998 to finance the acquisition by Senior Living Properties, LLC, an Indiana
limited liability company ("Senior Living"), and SLP Illinois, LLC, a
Delaware limited liability company ("SLP Illinois") (together, the "Senior
Living Borrowers") of 87 skilled nursing and assisted living properties (the
"Senior Living Properties") located in Illinois and Texas. The Senior Living
Loan bears interest at a rate of 6.81% per annum (the "Senior Living Note
Rate") and, as of the Cut-Off Date, had a principal balance of approximately
$225,437,229, which represents approximately 15.6% of the Initial Pool
Balance. The Senior Living Loan is partially insured under an insurance
surety bond (the "Senior Living Surety Bond") issued by ZC Specialty
Insurance Company (the "Senior Living Surety") covering, as of the Cut-off
Date, up to a principal amount of $144,549,430, together with interest
thereon at the Senior Living Note Rate (such principal and interest amounts,
together the "Senior Living Surety Bond Amount"). The obligations of the
Senior Living Surety under the Senior Living Surety Bond are guaranteed by
Centre Reinsurance (US) Limited, ("Centre Re"), a Bermuda exempted company.
As of March 1998, Centre Re had a claims paying ability rating of AA by
Standard & Poor's. See "--The Senior Living Surety and Centre Re" herein.
The Senior Living Loan is secured pursuant to a trust agreement (the
"Senior Living Trust Agreement") among the Senior Living Borrowers, GMACCM,
the Senior Living Surety, the Senior Living Manager (as defined herein), HCFP
Funding, Inc. ("HCFP", and together with GMACCM, the Senior Living Surety and
the Senior Living Manager, the "Senior Living Trust Secured Parties") and The
First National Bank of Chicago (the "Senior Living Trustee"), as trustee.
Pursuant to the Senior Living Trust Agreement, the Senior Living Trustee, as
trustee, is the beneficiary of certain collateral (the "Senior Living Trust
Collateral") pledged by the Senior Living Borrowers to pay the obligations of
the Senior Living Borrowers to the Senior Living Trust Secured Parties,
including those obligations evidenced by the Senior Living Loan. Pursuant to
the Senior Living Trust Agreement, the Senior Living Loan is secured by,
among other things, fee mortgages or deeds of trust (the "Senior Living
Mortgages") encumbering 74 of the Senior Living Properties (the "Senior
Living Mortgaged Properties") and security interests in certain income,
accounts and other personal property relating to 13 additional properties
(the "Senior Living Account Properties"). The Senior Living Trust Secured
Parties other than GMACCM are additionally secured by leasehold mortgages
(the "Senior Living Leasehold Mortgages") on the Senior Living Account
Properties. The Senior Living Trust Agreement provides that if the term of
any leasehold relating to the Senior Living Account Properties is extended to
a date on or after February 1, 2018, the Senior Living Loan will become
secured by the related Senior Living Leasehold Mortgage.
Payment terms for the Senior Living Loan are as set forth on Annex A.
The Borrowers. Senior Living was formed in December 1997 solely for the
purpose of acquiring, owning, leasing, operating and financing the Senior
Living Properties and engaging in activities
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incidental thereto. The members (the "Senior Living Members") of Senior
Living consist of SLP Management, Inc., a Delaware corporation, its managing
member, James Eden, Allison Eden and Larry Bonds. SLP Illinois was formed in
January, 1998 solely for the purpose of receiving and holding certain
healthcare accounts receivable relating to the Senior Living Properties. SLP
Illinois is wholly-owned by Senior Living. Each of the Senior Living Members
have pledged their respective equity interests in Senior Living, and Senior
Living has pledged its equity interest in SLP Illinois, to the Senior Living
Trustee as part of the Senior Living Trust Collateral.
The Senior Living Surety Bond; Guaranty; Subordination. The Senior Living
Trustee, as trustee under the Senior Living Trust Agreement, is the named
insured under the Senior Living Surety Bond. Pursuant to the Senior Living
Surety Bond, the Senior Living Surety irrevocably and unconditionally
guaranties timely payment to the Senior Living Trustee, for the exclusive
benefit of the holder of the Senior Living Loan, of principal and interest
when due thereunder (without giving effect to the acceleration thereof) up to
the Senior Living Surety Bond Amount. The Senior Living Surety's obligations
to make payments under the Senior Living Surety Bond are not conditioned upon
payment of any premiums due after the date of issuance thereof. In addition,
the Senior Living Surety Bond provides that if and to the extent that any
amount insured by the Senior Living Surety pursuant to the Senior Living
Surety Bond is avoided as a preference payment under applicable bankruptcy,
insolvency, receivership or similar law, the Senior Living Surety will pay
such amount to the holder of the Senior Living Loan, up to an aggregate
amount equal to the Senior Living Surety Bond Amount. The obligations of the
Senior Living Surety under the Senior Living Surety Bond may be transferred
to an affiliate upon written confirmation from the Rating Agencies that such
transfer will not result in a downgrade, withdrawal or qualification of their
respective ratings on the Certificates.
The obligations of the Senior Living Surety under the Senior Living Surety
Bond are guaranteed by Centre Re pursuant to a Guaranty dated February 6,
1998, which names the Senior Living Trustee as beneficiary for the benefit of
the holder of the Senior Living Loan.
If required payments under the Senior Living Surety Bond and the Centre Re
guaranty are not made, the Certificateholders will be at a greater risk with
respect to losses on the Senior Living Loan.
Pursuant to a Subrogation and Note Purchase Agreement between GMACCM and
the Surety dated as of February 6, 1998, (the "Senior Living Subrogation
Agreement"), upon payment by the Senior Living Surety of a claim under the
Senior Living Surety Bond, the Senior Living Surety will be deemed to have
purchased a subordinated participation interest (each, a "Participation") in
the Senior Living Loan in an amount equal to the amount of such claim paid.
The Senior Living Surety is only entitled to receive distributions in respect
of the Participations out of collections from and proceeds on the Senior
Living Trust Collateral after payment of the uninsured portion of the Senior
Living Loan in full.
The Senior Living Surety and Centre Re. The following information has been
supplied by the Senior Living Surety and Centre Re for inclusion in this
Prospectus Supplement. Accordingly, none of the Depositor, the Servicer or
the Underwriters make any representation as to the accuracy and completeness
of such information.
General
The Senior Living Surety is licensed and subject to regulation as an
insurance corporation under the laws of the State of Texas. The Senior Living
Surety is a wholly owned direct subsidiary of Centre Re.
The principal executive offices for the Senior Living Surety are located
at 1 Canterbury Green in Stamford, Connecticut and its telephone number at
that location is (203) 326-7796.
The principal executive offices for Centre Re are located at Cumberland
House, 1 Victoria Street in Hamilton, Bermuda and its telephone number at
that location is (441) 295-8501. Centre Re is a member of the Centre
Reinsurance Group and as of March 1998 had a claims-paying ability rating of
AA by Standard and Poor's. Such rating reflects only the views of such rating
agency, is not a recommendation to buy, sell or hold securities and is
subject to revision or withdrawal at any time by such rating agency.
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The Centre Reinsurance Group is a full-service provider of customized
insurance and risk management programs with offices in Bermuda, Dublin,
London, New York, San Francisco, Sydney, and Zurich.
Financial Information
The following table sets forth certain financial information regarding
Centre Re and its wholly owned Subsidiaries on the basis of U.S. generally
accepted accounting principles as of December 31, 1997 (in thousands of
dollars):
December 31, 1997
Unaudited
<TABLE>
<CAPTION>
<S> <C>
Total Assets........................................... $4,206,051
Shareholder's Equity................................... $1,130,889
Net Income............................................. $ 113,276
</TABLE>
The Senior Living Surety Bond is not covered by the Property/Casualty
Insurance Security Fund specified in Article 76 of New York Insurance Law.
Exercise of Remedies; Consulting Advisor; Servicer Discretion. Following
an event of default on the Senior Living Loan, each of the Senior Living
Secured Parties has agreed to exercise remedies against the Senior Living
Borrowers and Senior Living Properties only as permitted under the Senior
Living Trust Agreement. Provided that a Senior Living Surety Default (as
defined herein) has not occurred, upon the occurrence of an event of default
under the Senior Living Loan, the Servicer will commence discussions with an
advisor (the "Consulting Advisor") and the Senior Living Surety to develop a
plan of action. The Servicer will designate, from time to time, a Consulting
Advisor from a list of parties (the "Consulting Advisor List") approved by
the Servicer and the Senior Living Surety. The Servicer will be entitled to
replace the Consulting Advisor with another party on the Consulting Advisor
List if the then current Consulting Advisor resigns or is unable or unwilling
to act as required by the Senior Living Trust Agreement, or, in the
Servicer's reasonable, good faith judgment, no longer has recognized
expertise in health care. The initial Consulting Advisor shall be Zelenkofske
Axelrod Consulting, LLC.
If during discussions with the Senior Living Surety and the Consulting
Advisor, the Servicer, in its reasonable and good faith judgment, determines
that it will be unable to agree on an initial plan of action with the Senior
Living Surety within 30 days of commencement of discussions, the Servicer is
required to designate a second consultant from the Consulting Advisor List to
review the plans of the Servicer and the Senior Living Surety and affirm one
of such plans within such 30 day period. The role of the second consultant
will be to determine which course of action would result in the maximum
recoveries on the loan as a whole on a present value basis (without giving
effect to amounts payable under the Senior Living Surety Bond), the relevant
discounting to be done based on the mortgage rate.
If the Consulting Advisor, the Senior Living Surety or such second
consultant fails to respond to the Servicer within any required response
period, or the Servicer determines, in its good faith and reasonable
discretion, that, in accordance with Servicing Standard, the interest of the
Certificateholders in the uninsured portion of the Senior Living Loan has or
is likely to be materially and adversely affected by the taking of or failure
to take immediate action (including, without limitation, actions recommended
by the Senior Living Surety, the Consulting Advisor or the second
consultant), the Servicer will be entitled to unilaterally direct the Senior
Living Trustee to take such action as the Servicer deems appropriate without
the agreement of the Senior Living Surety. In addition, upon failure by the
Senior Living Surety to make payments required under the Senior Living Surety
Bond or the occurrence of certain other events described in the Senior Living
Trust Agreement (each such event, a "Senior Living Surety Default"), the
Servicer will not be required to consult with the Consulting Advisor or the
Senior Living Surety and will be entitled to unilaterally direct the Senior
Living Trustee to take such action as the Servicer deems appropriate.
S-35
<PAGE>
Purchase of Senior Living Loan; Increase, Defeasance and Revision of
Senior Living Surety Bond Amount. Pursuant to the Senior Living Subrogation
Agreement, the Senior Living Surety may (i) provided that an event of default
has occurred under the Senior Living Loan, purchase the Senior Living Loan at
a price equal to the unpaid principal amount of the Senior Living Loan plus
accrued interest thereon to the date of such purchase, or (ii) provided that
written confirmation is obtained from the Rating Agencies that no downgrade,
withdrawal or qualification of the ratings then assigned to the Certificates
would result from the taking of such action, increase the Senior Living
Surety Bond Amount to an amount equal to the then outstanding principal
amount outstanding on the Senior Living Loan (net of the principal portion of
any Participation then held by the Senior Living Surety) with interest
thereon at the Senior Living Note Rate. In either such event, the Senior
Living Surety shall be deemed to have succeeded to the rights of the holder
of the Senior Living Loan and shall have the exclusive right to direct the
Senior Living Trustee to exercise remedies pursuant to the Senior Living
Trust Agreement. In addition, the Senior Living Surety may, at any time,
discharge its liabilities under the Senior Living Surety Bond by delivering
to the Senior Living Trustee an amount necessary to defease a portion of the
Senior Living Loan equal to the principal portion of the then outstanding
Senior Living Surety Bond Amount.
The Senior Living Surety is further permitted, at any time prior to the
third anniversary of the Delivery Date, to deliver a replacement surety bond
with a revised Senior Living Surety Bond Amount to the holder of the Senior
Living Loan; provided, that the Senior Living Surety may only deliver one
such replacement surety bond during such three year period, and provided
further that each of the Rating Agencies confirms that the delivery of such
replacement surety bond will not result in a downgrade, withdrawal or
qualification of the then current ratings on the Certificates.
The Senior Living Properties. The Senior Living Properties consist of 87
nursing homes and assisted living properties located in Texas and Illinois.
Thirty-one (31) of the Senior Living Properties (including three Senior
Living Account Properties) are located in Illinois and 56 of the Senior
Living Properties (including eleven of the Senior Living Account Properties)
are located in Texas. The Senior Living Properties range in number of
licensed beds from 20 to 202 and were constructed between 1902 and 1984.
Appraisals dated January 1998 determined an aggregate value for the Senior
Living Properties, exclusive of the Senior Living Account Properties, of
$257,300,000 and, inclusive of the Senior Living Account Properties, of
$282,400,000.
The Senior Living Properties were acquired by Senior Living on February 6,
1998 from Healthcare Centers of Texas, Inc., Chur Properties of Texas, Inc.,
Trinity CHC, L.P., Springwood Associates, L.P., Community Healthcare Centers
of America, Inc., CHC Properties, L.P. and National Medical Care Associates
(collectively, the "Sellers"). At origination of the Senior Living Loan, the
Senior Living Borrowers deposited approximately $245,826 of the loan proceeds
into a debt service reserve fund. Provided that the Senior Living Borrowers
deliver satisfactory legal and other documentation to the holder of the
Senior Living Loan, the Senior Living Borrowers will be permitted to withdraw
funds then on deposit in such reserve fund to complete the acquisition of a
leasehold estate underlying an additional facility (the "Andrews Facility")
located in Andrews County, Texas. In such event, the Andrews Facility will
become subject to a Senior Living Leasehold Mortgage. The Andrews Facility is
not considered a Senior Living Property for purposes hereof.
Certain historical operating information with respect to the Senior Living
Properties is set forth below. Such information was provided to the Senior
Living Borrowers by the Sellers in connection with the acquisition by the
Senior Living Borrowers of the Senior Living Properties. Accordingly, neither
the Depositor nor the Servicer makes any representation as to the accuracy
and completeness of such information. Further, such information represents
the aggregation of information provided by each Seller, which information may
have been prepared by such Seller on the basis of different accounting
practices and procedures for the periods indicated. In addition, the Senior
Living Borrowers acquired and intend to operate the Senior Living Properties
as a group, under central management provided by the Senior Living Manager
(as defined herein). The historical operating information is intended for
illustrative purposes only and may not be indicative of future performance of
the Senior Living Properties acquired from any particular Seller or of the
Senior Living Properties taken as a whole. In particular, each Senior Living
Property was operated by the related Seller prior to its acquisition by the
Senior Living Borrowers;
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<PAGE>
from and after February 6, 1998, each Senior Living Property will be operated
by the Senior Living Manager pursuant to the related Management Agreement as
described below under "--The Senior Living Manager." The operating standards
required under such Management Agreement are not necessarily consistent with
the operating policies of the related Seller. See "Annex A -- Certain
Characteristics of the Mortgage Loans."
The gross revenues of the Senior Living Properties for the calendar year
1996 totalled $167,697,245. The gross revenues of the Senior Living
Properties for the ten months ending October 31, 1997 (annualized) totalled
$174,683,214. Expenses for the same periods, net of debt service and
non-recurring expenses, assuming a 5% management fee and normalizing certain
expenses, were $139,776,121 and $144,376,706, respectively. NOI for the
Senior Living Properties for each period was $27,921,124 and $30,306,508,
respectively. Additional financial information with respect to the Senior
Living Loan and the Senior Living Properties is set forth on Annex A.
The Senior Living Borrowers are permitted to have one or more of the
Senior Living Properties released from the lien of the related Senior Living
Mortgages, from and after the second anniversary of the Delivery Date, by
delivering to the holder of the Senior Living Loan non-callable obligations
of the United States of America which provide payments in an amount
sufficient to pay principal and interest when due on the related Release
Amount (as defined herein) being defeased. Defeasance is only permitted upon
the satisfaction of certain conditions, including, among other things, (x)
delivery of certain legal opinions and documentation, (y) confirmation from
the Rating Agencies that such defeasance will not result in a withdrawal,
downgrade or qualification of the then current ratings on the Certificates,
and (z) that after giving effect to any such release, (i) the debt service
coverage ratio for the Senior Living Properties then remaining subject to the
Senior Living Mortgages must equal or exceed the greatest of (a) the debt
service coverage ratio for the Senior Living Properties, calculated including
the property or properties to be released, for the six full calendar months
immediately preceding the release date, (b) the debt service coverage ratio
for the Senior Living Properties, calculated excluding the property or
properties to be released, for the six full calendar months immediately
preceding the release date, and (c) 1.25, (ii) the debt service coverage
ratio for the remaining Senior Living Properties will equal or exceed 1.50,
taking into account the Senior Living Loan and the Senior Living Additional
Debt (as defined herein), and (iii) the negotiated sale price equals or
exceeds the greater of (a) the related Release Amount, and (b) the current
appraised fair market value. The Release Amount for each applicable Senior
Living Property as of the Cut-Off Date is 125% of the related Allocated
Principal Amount set forth below:
<PAGE>
SENIOR LIVING ALLOCATED PRINCIPAL AMOUNTS
<TABLE>
<CAPTION>
ALLOCATED
PRINCIPAL RELEASE
FACILITY NAME AMOUNT FACILITY NAME AMOUNT
- ----------------------- ----------- ----------------------- ----------
<S> <C> <C> <C>
Anahuac Healthcare............... $1,998,585 Anahuac Healthcare............... $2,498,231
Anson Healthcare................. 1,998,585 Anson Healthcare................. 2,498,231
Borger Healthcare................ 2,798,019 Borger Healthcare................ 3,497,524
Canton Healthcare................ 3,117,793 Canton Healthcare................ 3,897,241
Carthage Healthcare.............. 2,238,415 Carthage Healthcare.............. 2,798,019
Cedar Hill Healthcare............ 2,798,019 Cedar Hill Healthcare............ 3,497,524
Centerville Healthcare........... 1,359,038 Centerville Healthcare........... 1,698,797
Childress Healthcare............. 4,636,717 Childress Healthcare............. 5,795,897
Claystone Healthcare............. 1,678,811 Claystone Healthcare............. 2,098,514
Coleman Healthcare............... 1,918,642 Coleman Healthcare............... 2,398,302
Coronado Healthcare.............. 2,158,472 Coronado Healthcare.............. 2,698,090
County Inn Healthcare............ 239,830 County Inn Healthcare............ 299,788
Cross Counrty Healthcare......... 4,316,944 Cross Counrty Healthcare......... 5,396,180
Eastland Healthcare.............. 2,078,528 Eastland Healthcare.............. 2,598,161
Electra Healthcare............... 1,598,868 Electra Healthcare............... 1,998,585
Evergreen Healthcare............. 2,877,963 Evergreen Healthcare............. 3,597,453
Frankston Healthcare............. 3,117,793 Frankston Healthcare............. 3,897,241
S-37
<PAGE>
ALLOCATED
PRINCIPAL RELEASE
FACILITY NAME AMOUNT FACILITY NAME AMOUNT
- ----------------------- ----------- ----------------------- ----------
Garden Terrace Healthcare........ $1,998,585 Garden Terrace Healthcare........ $2,498,231
Gibson Healthcare................ 319,774 Gibson Healthcare................ 399,717
Gilmer Healthcare................ (1) Gilmer Healthcare................ (1)
Graham Healthcare................ 1,838,698 Graham Healthcare................ 2,298,373
Graham Living Center............. 799,434 Graham Living Center............. 999,293
Hamilton Healthcare.............. 2,158,472 Hamilton Healthcare.............. 2,698,090
Haskell Healthcare............... 1,119,208 Haskell Healthcare............... 1,399,010
Hearne Healthcare................ 1,998,585 Hearne Healthcare................ 2,498,231
Hill Country Healthcare.......... 2,238,415 Hill Country Healthcare.......... 2,798,019
Holiday Lodge Healthcare......... 3,437,566 Holiday Lodge Healthcare......... 4,296,958
Jacksboro Healthcare............. 3,917,227 Jacksboro Healthcare............. 4,896,533
Jacksonville Healthcare.......... 2,078,528 Jacksonville Healthcare.......... 2,598,161
Jeffrey Place Healthcare......... 5,116,378 Jeffrey Place Healthcare......... 6,395,472
Kaufman Healthcare............... 3,437,566 Kaufman Healthcare............... 4,296,958
Kermit Healthcare................ 2,718,076 Kermit Healthcare................ 3,397,595
Lake Jackson Healthcare.......... 3,037,849 Lake Jackson Healthcare.......... 3,797,312
Lamesa Healthcare................ 1,199,151 Lamesa Healthcare................ 1,498,939
LaPorte Healthcare............... 2,558,189 LaPorte Healthcare............... 3,197,736
Lindale Healthcare............... 2,078,528 Lindale Healthcare............... 2,598,161
McKinney Healthcare.............. 2,638,132 McKinney Healthcare.............. 3,297,665
Nederland Healthcare............. 1,359,038 Nederland Healthcare............. 1,698,797
Olney Healthcare................. 2,238,415 Olney Healthcare................. 2,798,019
Overton Healthcare............... 2,318,359 Overton Healthcare............... 2,897,948
Palacios Healthcare.............. 1,838,698 Palacios Healthcare.............. 2,298,373
Palestine Healthcare............. 5,116,378 Palestine Healthcare............. 6,395,472
Paris Healthcare................. 4,316,944 Paris Healthcare................. 5,396,180
Red River Healthcare............. 1,998,585 Red River Healthcare............. 2,498,231
Regency Manor Healthcare......... 5,915,812 Regency Manor Healthcare......... 7,394,765
Renfro Healthcare................ 879,377 Renfro Healthcare................ 1,099,222
Riverside Healthcare............. 6,475,416 Riverside Healthcare............. 8,094,270
Roscoe Healthcare................ 2,398,302 Roscoe Healthcare................ 2,997,878
Rotan Healthcare................. 2,478,245 Rotan Healthcare................. 3,097,807
Sage Healthcare.................. 1,998,585 Sage Healthcare.................. 2,498,231
Snyder Healthcare................ 4,316,944 Snyder Healthcare................ 5,396,180
South Plains Healthcare.......... 1,279,094 South Plains Healthcare.......... 1,598,868
Sweetwater Healthcare............ 3,837,283 Sweetwater Healthcare............ 4,796,604
Throckmorton Healthcare.......... 1,518,925 Throckmorton Healthcare.......... 1,898,656
Valley View Healthcare........... 3,197,736 Valley View Healthcare........... 3,997,170
Van Healthcare................... 1,678,811 Van Healthcare................... 2,098,514
Alderwood Healthcare............. 1,838,698 Alderwood Healthcare............. 2,298,373
Arrowwood Residence.............. 239,830 Arrowwood Residence.............. 299,788
Aspenwood Healthcare............. 3,837,283 Aspenwood Healthcare............. 4,796,604
Beechwood Healthcare............. 7,834,453 Beechwood Healthcare............. 9,793,067
Cedarwood Healthcare............. 2,238,415 Cedarwood Healthcare............. 2,798,019
Cherrywood Healthcare............ 3,037,849 Cherrywood Healthcare............ 3,797,312
Cottonwood Healthcare............ 3,597,453 Cottonwood Healthcare............ 4,496,816
Dogwood Healthcare............... 2,318,359 Dogwood Healthcare............... 2,897,948
Firwood Healthcare............... 3,037,849 Firwood Healthcare............... 3,797,312
Fondulac Woods Healthcare........ 3,917,227 Fondulac Woods Healthcare........ 4,896,533
S-38
<PAGE>
ALLOCATED
PRINCIPAL RELEASE
FACILITY NAME AMOUNT FACILITY NAME AMOUNT
- ----------------------- ----------- ----------------------- ----------
Ironwood Healthcare.............. $ 719,491 Ironwood Healthcare.............. $ 899,363
Lindenwood Healthcare............ 3,277,680 Lindenwood Healthcare............ 4,097,099
Locustwood Healthcare............ 1,678,811 Locustwood Healthcare............ 2,098,514
Magnolia Wood Healthcare......... 3,997,170 Magnolia Wood Healthcare......... 4,996,463
Maplewood Healthcare............. 3,917,227 Maplewood Healthcare............. 4,896,533
Olivewood Healthcare............. 2,078,528 Olivewood Healthcare............. 2,598,161
Pinewood Healthcare.............. 2,078,528 Pinewood Healthcare.............. 2,598,161
Scotchwood Healthcare............ 2,877,963 Scotchwood Healthcare............ 3,597,453
Sprucewood Healthcare............ 1,438,981 Sprucewood Healthcare............ 1,798,727
Willowwood Healthcare............ 1,598,868 Willowwood Healthcare............ 1,998,585
Boxwood Healthcare............... 1,359,038 Boxwood Healthcare............... 1,698,797
Oakwood Healthcare............... 2,398,302 Oakwood Healthcare .............. 2,997,878
Palmwood Healthcare.............. 1,359,038 Palmwood Healthcare.............. 1,698,797
Benton Healthcare................ 1,998,585 Benton Healthcare................ 2,498,231
Cisne Healthcare................. 879,377 Cisne Healthcare................. 1,099,222
Enfield Healthcare............... 399,717 Enfield Healthcare............... 499,646
Jonesboro Healthcare............. 3,197,736 Jonesboro Healthcare............. 3,997,170
McLeansboro Healthcare........... 1,838,698 McLeansboro Healthcare........... 2,298,373
Pittsfield Healthcare............ 4,716,661 Pittsfield Healthcare............ 5,895,826
Rosiclare Healthcare............. 1,119,208 Rosiclare Healthcare............. 1,399,010
Westabbe Healthcare.............. 10,152,812 Westabbe Healthcare.............. 12,691,015
</TABLE>
- ------------
(1) Due to the term of the leasehold estate, no principal amount was
allocated thereto.
Additional prepayment and defeasance terms for the Senior Living Loan are
as set forth on Annex A.
The Senior Living Manager. The Senior Living Properties are currently
operated by Complete Care Services, L.P. (the "Senior Living Manager"), a
Pennsylvania limited partnership, under management agreements (the
"Management Agreements") dated as of January 31, 1998. Each Management
Agreement has a term of twenty years, unless terminated earlier for cause.
The Senior Living Manager receives a base management fee for its services
under each Management Agreement equal to the sum of (i) 5% of the monthly
gross revenues of the related Senior Living Property plus (ii) an amount
equal to the monthly compensation of certain employees of each Senior Living
Property. In addition, the Senior Living Manager is entitled to certain
performance management fees payable out of net cash flow after debt service
on the Senior Living Loan.
The Senior Living Manager was formed in 1989. As of March 1, 1998, the
Senior Living Manager managed and operated approximately 22,000 beds in 190
nursing homes and assisted living properties (including the Senior Living
Properties) located in Texas, Pennsylvania, Illinois, New Jersey, Maryland
and New York.
The Senior Living Loan provides that if the debt service coverage ratio
for the Senior Living Properties, calculated quarterly on a rolling twelve
month basis (or any shorter period from July 1, 1998), drops below 1.25, and
continues for two consecutive calendar quarters, the holder of the Senior
Living Loan shall be entitled, at the Senior Living Borrowers' sole cost and
expense, to retain a consultant to develop a plan of correction which will be
implemented by the Senior Living Borrowers at their sole cost and expense.
Other Debt. The Senior Living Borrowers are obligors on two loans (the
"Senior Living Manager Loan" and the "HCFP Loan") which are also secured
under the Senior Living Trust Agreement. The Senior Living Manager Loan had,
as of the Cut-Off Date, a principal balance of $10 million. The Senior Living
Manager Loan is secured by the Senior Living Mortgages, but is fully
subordinated to the Senior
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<PAGE>
Living Loan. The HCFP Loan consists of two revolving lines of credit with
permitted balances of up to $10 million and $15 million, respectively,
provided to the Senior Living Borrowers by HCFP Funding, Inc. ("HCFP"), a
Delaware corporation. The HCFP Loan is secured only by a security interest in
certain income and accounts (including payments from Medicare or Medicaid)
arising from the operation of the Senior Living Properties. Pursuant to the
Senior Living Trust Agreement, all proceeds of such income and accounts will
be applied to required payments under the HCFP Loan before such proceeds will
be available to pay the Senior Living Loan. Upon the occurrence of a monetary
default under the HCFP Loan, HCFP is entitled to direct the Senior Living
Trustee to exercise certain remedies against the Senior Living Borrowers in
respect of the accounts only, and is entitled to direct the Senior Living
Trustee to apply proceeds realized first to pay down accrued interest and the
outstanding principal balance of the HCFP Loan outstanding at the time of
such default prior to making payments on the Senior Living Loan. Senior
Living is the obligor on an additional note (the "Seller Note," and together
with the Senior Living Manager Loan and the HCFP Loan, the "Senior Living
Additional Debt") which had, as of the Cut-Off Date, a principal balance of
$10 million, made to certain entities from whom Senior Living acquired the
Senior Living Properties. The Seller Note is not secured pursuant to the
Senior Living Trust Agreement or any other assets of Senior Living and is
subordinated in right of payment to the Senior Living Loan and the Senior
Living Manager Loan.
Licensure and Regulatory Issues. Prior to the acquisition of the Senior
Living Properties by Senior Living, all of the Senior Living Properties were
licensed to operate. Senior Living has received provisional licenses with
respect to the Senior Living Properties located in Illinois and Senior Living
expects to receive permanent licenses pursuant to applicable licensing
procedures. Application has been made to transfer the licenses related to the
Senior Living Properties located in Texas to Senior Living; however, in
Texas, licenses are not issued until the licensing surveys are completed by
the applicable authorities. The Senior Living Manager is licensed to operate
certain other facilities in Texas and, although no assurances can be given,
the Senior Living Manager has indicated to GMACCM that it knows of no reason
why licenses with respect to the Senior Living Properties located in Texas
would not be forthcoming.
The Texas Department of Human Services has issued a final draft of a
proposed change to the rules allocating beds for purposes of participation in
the Medicaid program. The comment period expired on April 6, 1998 and it is
expected that final rules will be promulgated within forty-five days of such
expiration. The proposed regulations are intended to decrease excess bed
capacity in Texas and would decertify a number of beds (determined by
formula) in any skilled nursing facility having a Medicaid occupancy rate for
the preceding six months of less than 70%. Occupancy would be reviewed
annually. Skilled nursing facilities experiencing high occupancy rates would
be permitted to request increases in beds certified for Medicaid so long as
the operator meets the established quality of care guidelines. The proposed
rule does not affect the licensed capacity of a facility or its ability to
accept private pay or Medicare patients.
Certain of the Senior Living Properties located in Texas have experienced
historical Medicaid occupancy rates below 70%. If such historical occupancy
rates were to continue, the promulgation of the final rule may result in the
loss of some certified Medicaid beds at the Senior Living Properties located
in Texas. The loss of certified Medicaid beds would adversely affect the
maximum potential occupancy of such Senior Living Properties unless occupancy
by private care or Medicare patients is increased.
The AIMCO Loans
The Loans. Thirty-three Mortgage Loans for which the borrowers are
affiliates (collectively, the "AIMCO Loans"), representing 8.21% of the
Initial Pool Balance, were originated by GMACCM on October 31, 1997 and have
an aggregate principal balance as of the Cut-Off Date of approximately
$118,600,711.
The AIMCO Loans consist of thirty-three separate Mortgage Loans to
thirty-three different special purpose Delaware limited partnerships (each,
an "AIMCO Loan Borrower"), each formed for the purpose of purchasing, owning
and operating one of the AIMCO Properties (as defined herein). Each AIMCO
Loan is secured by, among other things, a fee mortgage encumbering one of
thirty-three multifamily properties located throughout the United States (the
"AIMCO Properties"). None of the AIMCO Loans are cross-collateralized or
cross-defaulted.
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<PAGE>
Payment and prepayment terms for the AIMCO Loans are as set forth on
Annex A.
The Borrowers. Each of the AIMCO Loan Borrowers is a special purpose
Delaware limited partnership sponsored by Apartment Investment and Management
Company, a publicly traded real estate investment trust ("AIMCO").
The Properties. The AIMCO Properties consist of thirty-three multifamily
properties located in Arizona, Georgia, Texas, Florida, Michigan, North
Carolina and Illinois. The AIMCO properties range in size from 84 units to
487 units and were constructed between 1964 and 1990. Appraisals performed in
October and November 1997 determined a range of values for the AIMCO
Properties from $2,050,000 to $17,200,000.
The Manager. The AIMCO Properties are managed by AIMCO Properties, L.P.,
an affiliate of AIMCO.
Permitted Substitutions, Subordinate Debt and Lockbox Provisions. On or
after November 1, 2007, each AIMCO Loan Borrower is permitted to substitute
collateral without prepayment or defeasance of the principal amount of the
related AIMCO Loan provided, among other things, that a loan-to-value ratio
of not more than 55% and a debt service coverage ratio of not less than 1.75
are maintained on the related AIMCO Loan after giving effect to any such
substitution. The AIMCO Loan Borrowers in the aggregate are permitted no more
than two such collateral substitutions during any twelve-month period. Each
AIMCO Loan Borrower is permitted to incur secured or unsecured subordinate
third party debt provided that the loan-to-value ratio calculated using the
combined principal balances of the related AIMCO Loan and such subordinate
debt does not exceed 55%, the combined debt service coverage of such AIMCO
Loan and such subordinate debt is not less that 1.75 and the proceeds of any
such subordinate debt are used solely for purposes of renovations or capital
improvements approved by the holder of such AIMCO Loan. Each AIMCO Loan
provides that the holder of the related note may require that the borrower
establish a lockbox account for the collection of gross revenues from the
related AIMCO Property following the occurrence of an event of default under
the related loan documents or if the trailing 12 month debt service coverage
ratio falls below 1.50.
The Renaissance Techworld Loan
The Loan. One Mortgage Loan (the "Renaissance Techworld Loan")
representing 4.28% of the Initial Pool Balance was originated by GMACCM on
March 13, 1998 and has a principal balance as of the Cut-Off Date of
approximately $61,924,861. The Renaissance Techworld Loan is secured by,
among other things, a fee mortgage encumbering the Renaissance Washington
Hotel located in Washington, DC and the Renaissance Techworld Borrower's
interest in certain leases (collectively, the "Renaissance Techworld
Property"). The Renaissance Techworld Loan is an ARD Loan.
Payment and prepayment terms for the Renaissance Techworld Loan are as set
forth on Annex A.
The Borrower. The Renaissance Techworld Loan was made to Techworld Hotel
Associates, LLC (the "Renaissance Techworld Borrower"), a District of
Columbia limited liability company formed for the purpose of owning, managing
and operating the Renaissance Techworld Property. The Renaissance Techworld
Borrower is an affiliate of the IDI Group Companies, a developer in the
Washington, DC region. One of the equity owners of the Renaissance Techworld
Borrower is affiliated with the borrower on another Mortgage Loan (the
"Renaissance Orlando Hotel Loan") included in the Mortgage Asset Pool, which
has a principal balance as of the Cut-off Date of $11,973,636 and is secured
by a mortgage on a hotel (the "Renaissance Orlando Hotel") located in
Orlando, Florida.
The Property. The Renaissance Techworld Property consists of a fifteen
story, 801 room full service hotel located at 999 9th Street NE in
Washington, DC, near the Washington Convention Center. The Renaissance
Techworld Property includes a restaurant and a lounge, 66,918 square of
meeting and ballroom space and a 307 seat auditorium. Other amenities include
a fitness center and indoor pool. The fitness center, the auditorium and
approximately 37 percent of the combined meeting and ballroom space in the
Renaissance Techworld Property are leased by the Renaissance Techworld
Borrower from Techworld Trade Associates Limited Partnership, a District of
Columbia limited partnership. An appraisal performed in January, 1998
determined a value for the Renaissance Techworld Property of $125,000,000.
S-41
<PAGE>
The Manager. The Renaissance Techworld Property is managed by
Renaissance Hotel Operating Company (the "Renaissance Manager"), a Delaware
corporation and an affiliate of Marriott International, Inc ("Marriott"),
pursuant to a management agreement (the "Renaissance Management Agreement")
between the Renaissance Techworld Borrower and the Renaissance Manager. The
Renaissance Manager's initial term expires on December 31, 2008, but the
Renaissance Manager has a right to extend the term for two successive terms
of 10 year each. Under the Renaissance Management Agreement, the Renaissance
Manager is entitled to compensation consisting of a base management fee of 3%
of gross revenues and certain other incentive fees. In the event that the
Renaissance Techworld Property fails to meet certain performance standards
for two consecutive years, then the holder of the Renaissance Techworld Loan
may compel the Renaissance Techworld Borrower to exercise certain rights to
terminate the Renaissance Manager pursuant to the Renaissance Management
Agreement. The Renaissance Manager also manages the Renaissance Orlando Hotel
and is affiliated with the Madison Renaissance Franchisor (as defined
herein).
Mezzanine Debt. GMACCM is the holder of a loan (the "Renaissance Techworld
Mezzanine Loan") originated on March 13, 1998 which has a principal balance
as of the Cut-Off Date of approximately $6,000,000. The Renaissance Techworld
Mezzanine Loan was made to THA I, LLC and THA II, LLC (together, the
"Renaissance Techworld Borrower Members"), each District of Columbia limited
liability companies. The Renaissance Techworld Mezzanine Loan is secured by
the Renaissance Techworld Borrower Members' respective membership interests
in the Renaissance Techworld Borrower and is payable only after payment of
debt service on the Renaissance Techworld Loan and certain operating expenses
incurred in connection with the management and operation of the Renaissance
Techworld Property. Pursuant to a guaranty agreement (the "Marriott
Guaranty"), Marriott has guarantied payment of the Renaissance Techworld
Mezzanine Loan to GMACCM, which guaranty terminates upon the earlier of (i)
the sale, transfer or assignment of the Renaissance Techworld Mezzanine Loan
by GMACCM, and (ii) the achievement by the Renaissance Techworld Property of
certain debt service coverage ratio thresholds. In addition, Marriott has the
option to purchase the Renaissance Techworld Mezzanine Loan from GMACCM upon
the terms and conditions specified in the Marriott Guaranty. The Renaissance
Techworld Mezzanine Loan is not included in the Mortgage Asset Pool.
The Madison Renaissance Loan
The Loan. One Mortgage Loan (the "Madison Renaissance Loan") representing
3.39% of the Initial Pool Balance was originated by GMACCM on March 3, 1998
and has a principal balance as of the Cut-Off Date of approximately
$48,942,695. The Madison Renaissance Loan is secured by, among other things,
a fee and leasehold deed of trust (the "Madison Renaissance Mortgage")
encumbering a hotel (the "Madison Renaissance Property") located in Seattle,
WA. The Madison Renaissance Loan is an ARD Loan.
Payment and prepayment terms for the Madison Renaissance Loan are as set
forth on Annex A.
The Borrower. The Madison Renaissance Loan was made to Madison Hotel LLC
(the "Madison Renaissance Borrower"), a Washington limited liability company
formed for the purpose of acquiring, owning and operating the Madison
Renaissance Property. Madison Associates, a Washington general partnership,
is the sole member of the Madison Renaissance Borrower. MHC Madison Hotel
Corp., a Washington corporation, is the limited manager of the Madison
Renaissance Borrower. Both Madison Associates and MHC Madison Hotel Corp. are
affiliates of Richard C. Hedreen, a developer of hotel and commercial
properties in the Seattle, Washington area.
The Property. The Madison Renaissance Property consists of both the fee
and leasehold interests in land underlying a twenty-eight story, 553 room
full service hotel located at 515 Madison Street in downtown Seattle,
Washington. The Madison Renaissance Borrower owns a leasehold interest in the
land underlying the Madison Renaissance Property. The fee interest is subject
to the lien of the Madison Renaissance Mortgage by virtue of the delivery and
execution of the Madison Renaissance Mortgage by the holder of the fee
interest (the "Madison Fee Holder") underlying the Madison Renaissance
Property. The Madison Fee Holder is an affiliate of Richard C. Hedreen. The
Madison Renaissance Property
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<PAGE>
includes three restaurants, 18,283 square feet of meeting space and
underground parking facilities. Other amenities include a fitness center and
indoor pool. An appraisal performed in June 1997 determined a value for the
Madison Renaissance Property of $83,800,000.
The Manager; Franchise Agreement. The Madison Renaissance Property is
managed by R.C. Hedreen Co. (the "Madison Renaissance Manager"), a Washington
corporation, which is an affiliate of the Madison Renaissance Borrower. The
management fees payable to the Madison Renaissance Manager have been
subordinated to the rights of the holder of the Madison Renaissance Loan and
are further subject to reduction by amounts payable by the Madison
Renaissance Borrower as franchise fees under a license agreement between the
Madison Renaissance Borrower and Marriott International, Inc (the "Madison
Renaissance Franchisor"). The Madison Renaissance Franchisor is affiliated
with the Renaissance Manager, which manages the Madison Techworld Property
and the Renaissance Orlando Hotel.
Clearing Account. The Madison Renaissance Manager is required to deposit
all cash receipts and proceeds of credit card receipts received in connection
with the operation of the Madison Renaissance Property on a daily basis into
a clearing account (the "Madison Clearing Account"). Following an event of
default on the Madison Renaissance Loan, disbursement of funds from the
Clearing Account are permitted only as directed by the holder of the Madison
Renaissance Loan.
The Alliance Loan
The Loan. One Mortgage Loan (the "Alliance Portfolio Loan") is secured by
eight Mortgaged Properties operated by Alliance Residential Management LLC.
The Alliance Portfolio Loan was originated by GACC on December 16, 1997 and
has a principal balance as of the Cut-off Date of $61,800,612, which
represents 4.3% of the Initial Pool Balance. The Alliance Portfolio Loan is
secured by fee mortgages encumbering eight multifamily properties (the
"Alliance Portfolio Properties") located in Texas. The Mortgage Loan
documents permit the release of individual Mortgaged Properties upon a
payment of 125% of the allocated principal amount (the "Allocated Principal
Amount") for the applicable mortgaged property, as set forth in the table
below (as of the Cut-off Date) plus any applicable prepayment premium.
The Alliance Portfolio Loan was made to Alliance DG Portfolio LP
("Alliance DG"), an Illinois special purpose entity formed in 1997 solely for
the purpose of purchasing, owning and operating the Alliance Portfolio
Properties.
<TABLE>
<CAPTION>
PROPERTY NAME ALLOCATED LOAN AMOUNT CUT-OFF DATE BALANCE
- --------------------------------- --------------------- --------------------
<S> <C> <C>
Audobon Park Apartment............ $ 7,110,057 $ 7,087,192
Preston Valley Apartments......... 7,253,314 7,229,988
Commerce Park Apartments.......... 6,898,942 6,876,756
The Falls on Clearwood
Apartments....................... 7,426,730 7,402,846
The Forum Plaza Apartments........ 3,355,223 3,344,433
The Holly Ridge Apartments........ 7,449,350 7,425,393
The Remington Oaks Apartments .... 13,571,689 13,528,043
The Somerset I & II Apartments ... 8,934,695 8,905,962
--------------------- --------------------
Total............................. $62,000,000 $61,800,612
</TABLE>
The Borrower. Alliance DG is an Illinois limited partnership and is an
affiliate of Alliance Holdings, LLC, a privately owned real estate
investment, development and finance firm primarily involved in the
multifamily housing industry. Alliance Holdings is based in Chicago, Illinois
and maintains a Houston, Texas affiliate (Alliance Residential Management,
LLC) which manages the properties which secure this Loan. Alliance Holdings'
real estate portfolio includes more than 13,368 apartment units in Texas,
Indiana, California and Florida.
The Properties. The Alliance Portfolio Properties consist of eight
multifamily properties all of which are located in the Dallas and Houston
metropolitan areas. The Properties are comprised of a total of 2,762 units.
Appraisals determined an aggregate value for the Alliance Portfolio
Properties of $81,910,000.
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Mezzanine Debt. Alliance DG, L.L.C., the 99% limited partner in Alliance
DG, is the borrower (the "Alliance Mezzanine Borrower") under a mezzanine
loan (the "Alliance Mezzanine Loan") secured by the limited partnership
interest in Alliance DG and the stock in the 1% general partner of Alliance
DG. The Alliance Mezzanine Loan was originated by GACC (in its capacity as
mezzanine lender, the "Alliance Mezzanine Lender") on December 16, 1997, and
has a principal balance, as of the Cut-off Date, of approximately $9.5
million. The Alliance Mezzanine Loan matures on December 1, 2007 and bears
interest at a per annum rate equal to LIBOR plus 4.5%. Any remaining cash
flow after payment of amounts due under the Alliance Portfolio Loan and after
payment of expenses of the Alliance Portfolio Properties is required to be
used to pay the Alliance Mezzanine Loan. The Alliance Mezzanine Borrower has
certain control rights with respect to Alliance DG and the Alliance Pool
Properties, including rights relating to the sale and management of and the
budgeting of expenses relating to the Alliance Pool Properties and the
prepayment and amendment of the Alliance Mortgage Loan. The Alliance
Mezzanine Borrower has agreed to exercise such rights subject to the approval
of the Alliance Mezzanine Lender. The mortgage lender has the right to
override any objection by the Alliance Mezzanine Lender with respect to
certain of such approval rights. In addition, the Alliance Mezzanine Lender
must obtain written confirmation from each Rating Agency prior to
transferring its interest or exercising certain remedies with respect to the
Alliance Mezzanine Loan.
THE MORTGAGE LOAN SELLERS
GMACCM. GMACCM, a corporation organized under the laws of the State of
California and an affiliate of the Depositor, is a wholly-owned direct
subsidiary of GMAC Mortgage Group, Inc., which in turn is a wholly-owned
direct subsidiary of General Motors Acceptance Corporation. Each of GMACCM
and the Depositor is also an affiliate of Residential Funding Securities
Corporation, one of the Underwriters. The principal offices of GMACCM are
located at 650 Dresher Road, Horsham, Pennsylvania 19044. Its telephone
number is (215) 328-4622.
German American Capital Corporation. GACC is a wholly-owned subsidiary of
Deutsche Bank North America Holding Corp., which in turn is a wholly-owned
subsidiary of Deutsche Bank AG, a German corporation. GACC is also an
affiliate of Deutsche Morgan Grenfell Inc., one of the Underwriters. GACC
engages primarily in the business of purchasing and holding mortgage loans
pending securitization, repackaging or other disposition. GACC also acts from
time to time as the originator of mortgage loans. Although GACC purchases and
sells mortgage loans for its own account, it does not act as a broker or
dealer in connection with any such loans. The principal offices of GACC are
located at 31 West 52nd Street, New York, New York 10019. Its telephone
number is (212) 469-7280.
The information set forth herein concerning the Mortgage Loan Sellers and
the underwriting conducted by each with respect to the Mortgage Loan has been
provided by the respective Mortgage Loan Sellers, and neither the Depositor
nor the Underwriters make any representation or warranty as to the accuracy
or completeness of such information.
CERTAIN UNDERWRITING MATTERS
Environmental Assessments. All of the Mortgaged Properties were subject to
a "Phase I" environmental site assessment (or an update of a previously
conducted assessment), and in the case of certain Mortgage Loans, a "Phase
II," which was performed on behalf of the related Mortgage Loan Seller, or as
to which the related report was delivered to the related Mortgage Loan Seller
in connection with its origination or acquisition of the related Mortgage
Loan. With respect to all but four (4) of the Mortgage Loans (which represent
1.69% of the Initial Pool Balance), such environmental assessments or updates
thereof were conducted within the 12-month period prior to the Cut-off Date.
No such environmental assessment revealed any material adverse environmental
condition or circumstance with respect to any Mortgaged Property, except for:
(i) those cases where such conditions were remediated or abated prior to the
Delivery Date; (ii) those cases in which an operations and maintenance plan
or periodic monitoring of such Mortgaged Property or nearby properties was
recommended; (iii) those cases involving a leaking underground storage tank
or groundwater contamination at a nearby property, which condition had not
yet materially affected such Mortgaged Property and as to which a responsible
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party has either been identified under applicable law or was then conducting
remediation of the related condition; or (iv) those cases in which
groundwater, soil or other contamination was identified or suspected, and an
escrow reserve, indemnity or other collateral was provided to cover the
estimated costs of continued monitoring, investigation, testing or
remediation.
The information contained herein is based on the environmental assessments
and has not been independently verified by the Depositor, the Mortgage Loan
Sellers, the Underwriters, or any of their respective affiliates.
Property Condition Assessments. Inspections of all but six of the
Mortgaged Properties (or updates of previously conducted inspections) were
conducted by independent licensed engineers on behalf of the related Mortgage
Loan Seller. All but two of such inspections were conducted within the
12-month period prior to the Cut-off Date. Any Mortgaged Property that was
not subject to an engineering inspection on behalf of the related Mortgage
Loan Seller was inspected by representatives or another designee of the
related Mortgage Loan Seller. Such inspections were generally commissioned to
inspect the exterior walls, roofing, interior construction, mechanical and
electrical systems and general condition of the site, buildings and other
improvements located at a Mortgaged Property. With respect to certain of the
Mortgage Loans, the resulting reports indicated a variety of deferred
maintenance items and recommended capital expenditures. In some (but not all)
instances, cash reserves were established to fund such deferred maintenance
and/or replacement items.
Appraisals and Market Analysis. An appraisal for each Mortgaged Property
was performed (or an existing appraisal updated) on behalf of the related
Mortgage Loan Seller. With respect to all but three of the Mortgage Loans
(which represents 0.88% of the Cut-off Date Principal Balance), such
appraisals or market analyses (or updates) were performed during the 12-month
period prior to the Cut-off Date. See "Annex A" herein. All but three of such
appraisals were conducted by an independent appraiser that is state certified
and/or designated as a Member of the Appraisal Institute ("MAI"), in order to
establish that the appraised value of the related Mortgaged Property or
Properties exceeded the original principal balance of the Mortgage Loan (or,
in the case of a set of related Cross-Collateralized Mortgage Loans, the
aggregate original principal balance of such set). In general, such
appraisals represent the analysis and opinions of the respective appraisers
at or before the time made, and are not guarantees of, and may not be
indicative of, present or future value. There can be no assurance that
another appraiser would not have arrived at a different valuation, even if
such appraiser used the same general approach to and same method of
appraising the property. In addition, appraisals seek to establish the amount
a typically motivated buyer would pay a typically motivated seller. Such
amount could be significantly higher than the amount obtained from the sale
of a Mortgaged Property under a distress or liquidation sale. Furthermore,
not all of the above-described appraisals of the Mortgaged Properties
conformed to the appraisal guidelines set forth in Title XI of the Federal
Financial Institutions Reform, Recovery and Enforcement Act of 1989. See
"Risk Factors -- The Mortgage Pool -- Limitations of Appraisals" herein.
Hazard, Liability and Other Insurance. The Mortgage Loans require that
either: (i) in most cases, the Mortgaged Property be insured by a hazard
insurance policy in an amount (subject to a customary deductible) at least
equal to the lesser of the outstanding principal balance of the related
Mortgage Loan and 100% of the full insurable replacement cost of the
improvements located on the related Mortgaged Property, and if applicable,
the related hazard insurance policy contains appropriate endorsements to
avoid the application of co-insurance and does not permit reduction in
insurance proceeds for depreciation; or (ii) in certain cases, the Mortgaged
Property be insured by hazard insurance in such other amounts as was required
by the related originators. In addition, if any portion of a Mortgaged
Property securing any Mortgage Loan was, at the time of the origination of
such Mortgage Loan, in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, and
flood insurance was available, a flood insurance policy meeting any
requirements of the then current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of (1) the
outstanding principal balance of such Mortgage Loan, (2) the full insurable
value of such Mortgaged Property, (3) the maximum amount of insurance
available under the National Flood Insurance Act of 1968, as amended and (4)
100% of the replacement cost of the improvements located on the related
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Mortgaged Property except in certain cases where self insurance was
permitted. In general, the standard form of hazard insurance policy covers
physical damage to, or destruction of, the improvements on the Mortgaged
Property by fire, lightning, explosion, smoke, windstorm and hail, riot or
strike and civil commotion, subject to the conditions and exclusions set
forth in each policy.
Each Mortgage generally also requires the related borrower to maintain
comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the related
Mortgaged Property in an amount customarily required by institutional
lenders.
Each Mortgage generally further requires the related borrower to maintain
business interruption or rent loss insurance in an amount not less than 100%
of the projected rental income from the related Mortgaged Property for not
less than six months.
In general, the Mortgaged Properties are not insured for earthquake risk.
With respect to Mortgaged Properties located in California, the related
Mortgage Loan Seller generally conducted seismic studies to assess the
"probable maximum loss" for the related Mortgaged Properties. In certain
circumstances, the related borrower was required to obtain earthquake
insurance covering the Mortgaged Properties. Certain of such Mortgaged
Properties may be insured in amounts less than the outstanding principal
balances of such Mortgage Loans.
ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS
On or prior to the Delivery Date, each Mortgage Loan Seller will assign
its Mortgage Loans, without recourse, to the Depositor, and the Depositor
will assign all the Mortgage Loans, without recourse, to the Trustee for the
benefit of the Certificateholders. In connection with the foregoing, each
Mortgage Loan Seller is required in accordance with the related Mortgage Loan
Purchase Agreement to deliver the following documents, among others, with
respect to each Mortgage Loan so assigned by it, to the Depositor or its
custodial agent (who will deliver such documents to the Trustee) or, at the
direction of the Depositor, directly to the Trustee: (a) the original
Mortgage Note, endorsed (without recourse) in blank or to the order of
Trustee; (b) the original or a copy of the related Mortgage(s), together with
originals or copies of any intervening assignments of such document(s), in
each case with evidence of recording thereon (unless such document(s) have
not been returned by the applicable recorder's office); (c) the original or a
copy of any related assignment(s) of rents and leases (if any such item is a
document separate from the Mortgage), together with originals or copies of
any intervening assignments of such document(s), in each case with evidence
of recording thereon (unless such document(s) have not been returned by the
applicable recorder's office); (d) an assignment of each related Mortgage in
blank or in favor of the Trustee, in recordable form; (e) an assignment of
any related assignment(s) of rents and leases (if any such item is a document
separate from the Mortgage) in blank or in favor of the Trustee, in
recordable form; (f) any UCC financing statements and original assignments
thereof to the Trustee; (g) an original or copy of the related lender's title
insurance policy (or, if a title insurance policy has not yet been issued, a
commitment for title insurance "marked-up" at the closing of such Mortgage
Loan); and (h) when relevant, the related ground lease or a copy thereof.
The Trustee will be required to review the documents delivered by the
related Mortgage Loan Seller and/or Depositor with respect to each Mortgage
Loan within 60 days following the Delivery Date, and the Trustee will hold
the related documents in trust. If it is found during the course of such
review or at any other time that any of the above-described documents was not
delivered with respect to any Mortgage Loan or that any such document is
defective, and in either case such omission or defect materially and
adversely affects the value of the related Mortgage Loan or the interests of
Certificateholders therein, and if the related Mortgage Loan Seller cannot
deliver the document or cure the defect within a period of 90 days following
its receipt of notice of such omission or defect, then the related Mortgage
Loan Seller will be obligated pursuant to the related Mortgage Loan Purchase
Agreement (the relevant rights under which will be assigned by the Depositor
to the Trustee) to repurchase the affected Mortgage Loan within such 90-day
period at a price (the "Purchase Price") at least equal to the unpaid
principal balance of such Mortgage Loan, together with any accrued but unpaid
interest thereon to but not including the Due Date in the Collection Period
of the repurchase and any related unreimbursed Servicing Advances (as defined
herein).
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In lieu of affecting any such repurchase in the manner set forth above, a
Mortgage Loan Seller is also permitted to substitute a new mortgage loan (a
"Replacement Mortgage Loan") for the affected Mortgage Loan (any Mortgage
Loan repurchased or substituted, a "Deleted Mortgage Loan"). To qualify as a
Replacement Mortgage Loan, the Replacement Mortgage Loan must have certain
financial terms substantially similar to the Deleted Mortgage Loan and meet a
number of specific requirements. In particular, the Replacement Mortgage Loan
must (i) have a Stated Principal Balance (as defined herein) of not more than
the Stated Principal Balance of the Deleted Mortgage Loan, (ii) accrue
interest at a rate of interest at least equal to that of the Deleted Mortgage
Loan, (iii) be a fixed-rate Mortgage Loan if the Deleted Mortgage Loan is a
fixed-rate Mortgage Loan or an adjustable-rate Mortgage Loan (with the same
adjustable rate and other financial terms as the Deleted Mortgage Loan) if
the Deleted Mortgage Loan is an adjustable-rate Mortgage Loan, and (iv) have
a remaining term to stated maturity of not greater than, and not more than
two years less than, the Deleted Mortgage Loan (any mortgage loan meeting
such qualifications, a "Qualifying Substitute Mortgage Loan"). In addition,
the Replacement Mortgage Loan must be a "qualified replacement mortgage"
within the meaning of 860G(a)(4) of the Code. Finally, the Mortgage Loan
Seller must deposit in the Distribution Account an amount, if any, by which
the Stated Principal Balance of the Deleted Mortgage Loan exceeds the Stated
Principal Balance of the Replacement Mortgage Loan (the "Substitution
Shortfall Amount").
The foregoing repurchase or substitution obligation will constitute the
sole remedy available to the Certificateholders and the Trustee for any
failure on the part of a Mortgage Loan Seller to deliver any of the
above-described documents with respect to any of its Mortgage Loans or for
any defect in any such document; and none of the Depositor, either of the
other Mortgage Loan Sellers or any other person or entity will be obligated
to repurchase the affected Mortgage Loan if the related Mortgage Loan Seller
defaults on its obligation to do so.
Within 45 days following the Delivery Date, the related Mortgage Loan
Seller will cause the assignments with respect to each Mortgage Loan
described in clauses (d) and (e) of the fourth preceding paragraph to be
completed in the name of the Trustee (if delivered in blank) and submitted
for recording in the real property records of the appropriate jurisdictions.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
In each Mortgage Loan Purchase Agreement, subject to certain exceptions,
the related Mortgage Loan Seller has represented and warranted with respect
to each of its Mortgage Loans, as of the Delivery Date, or as of such other
date specifically provided in the representation and warranty, among other
things, generally to the effect that:
(i) Immediately prior to the transfer thereof to the Depositor, such
Mortgage Loan Seller had good and marketable title to, and was the sole owner
and holder of, such Mortgage Loan, free and clear of any and all liens,
encumbrances and other interests on, in or to such Mortgage Loan (other than,
in certain cases, the right of a subservicer to primary service such Mortgage
Loan).
(ii) Such Mortgage Loan Seller has full right and authority to sell,
assign and transfer such Mortgage Loan.
(iii) The information pertaining to such Mortgage Loan set forth in the
Mortgage Loan schedule attached to the related Mortgage Loan Purchase
Agreement was true and correct in all material respects as of the Cut-off
Date.
(iv) Such Mortgage Loan was not, as of the Cut-off Date, 30 days or more
delinquent in respect of any Monthly Payment required thereunder, without
giving effect to any applicable grace period.
(v) The lien of the related Mortgage is insured by an ALTA lender's title
insurance policy, or its equivalent as adopted in the applicable
jurisdiction, issued by a nationally recognized title insurance company,
insuring the originator of the related Mortgage Loan, its successors and
assigns, as to the first priority lien of the Mortgage in the original
principal amount of the related Mortgage Loan after all advances of
principal, subject only to Permitted Encumbrances (or, if a title insurance
policy has not yet been issued in respect of any Mortgage Loan, a policy
meeting the foregoing description is evidenced
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by a commitment for title insurance "marked-up" at the closing of such loan).
"Permitted Encumbrances" include (A) the lien of current real property taxes
and assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record,
and (C) exceptions and exclusions specifically referred to in the lender's
title insurance policy issued or, as evidenced by a "marked-up" commitment,
to be issued in respect of such Mortgage Loan. The Permitted Encumbrances
referred to above do not materially interfere with the security intended to
be provided by the related Mortgage, the current use or operation of the
related Mortgaged Property, or the current ability of such Mortgaged Property
to generate net operating income sufficient to service the Mortgage Loan.
(vi) Such Mortgage Loan Seller has not waived any material default,
breach, violation or event of acceleration existing under the related
Mortgage or Mortgage Note.
(vii) There is no valid offset, defense or counterclaim to such Mortgage
Loan.
(viii) Such Mortgage Loan Seller has not received actual notice (A) that
there is any proceeding pending or threatened for the total or partial
condemnation of the related Mortgaged Property or (B) that there is any
material damage at the related Mortgaged Property that materially and
adversely affects the value of such Mortgaged Property.
(ix) At origination, such Mortgage Loan complied with all applicable usury
laws.
(x) The proceeds of such Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder.
(xi) The Mortgage Note and Mortgage for such Mortgage Loan and all other
documents and instruments evidencing, guaranteeing, insuring or otherwise
securing such Mortgage Loan have been duly and properly executed by the
parties thereto, and each is the legal, valid and binding obligation of the
maker thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency legislation),
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(xii) All insurance required under the Mortgage for such Mortgage Loan is
in full force and effect with respect to the related Mortgaged Property.
(xiii) The related Mortgaged Property was subject to one or more
environmental site assessments (or an update of a previously conducted
assessment), which was performed on behalf of such Mortgage Loan Seller, or
as to which the related report was delivered to such Mortgage Loan Seller in
connection with its origination or acquisition of such Mortgage Loan; and
such Mortgage Loan Seller, having made no independent inquiry other than
reviewing the resulting report(s) and/or employing an environmental
consultant to perform the assessment(s) referenced herein, has no knowledge
of any material and adverse environmental condition or circumstance affecting
such Mortgaged Property that was not disclosed in the related report(s).
(xiv) Such Mortgage Loan is not cross-collateralized with a mortgage loan
other than another Mortgage Loan.
(xv) All escrow deposits relating to such Mortgage Loan that were required
to be deposited with the mortgagee or its agent under the terms of the
related loan documents, have been so deposited.
(xvi) As of the date of origination of such Mortgage Loan and, to the
actual knowledge of the Mortgage Loan Seller, as of the Closing Date, the
related Mortgaged Property was and is free and clear of any mechanics' and
materialmen's liens or liens in the nature thereof which create a lien prior
to that created by the related Mortgage, except those which are insured
against by the title policy referred to in (v) above.
(xviii) No holder of the Mortgage Loan has, to the Mortgage Loan Seller's
knowledge, advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by
the Mortgage Loan.
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(xix) To such Mortgage Loan Seller's knowledge, based on due diligence
customarily performed in the origination of comparable mortgage loans by the
Mortgage Loan Seller, as of the date of origination of the Mortgage Loan, the
related Mortgagor or operator (with respect to certain healthcare properties)
was in possession of all material licenses, permits and authorizations
required by applicable laws for the ownership and operation of the related
Mortgaged Property as it was then operated.
(xx) The related Mortgage or Mortgage Note, together with applicable state
law, contains customary and enforceable provisions such as to render the
rights and remedies of the holders thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits
of the security intended to be provided thereby.
(xxi) In connection with the origination or acquisition of such Mortgage
Loan, such Mortgage Loan Seller has inspected or caused to be inspected the
Mortgaged Property.
(xxii) Such Mortgage Loan contains provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without
complying with the requirements of such Mortgage Loan, the related Mortgaged
Property is directly or indirectly transferred or sold.
(xxiii) The related Mortgagor is an entity, other than an individual,
whose organizational documents or the related Mortgage Loan Documents provide
substantially to the effect that such Mortgagor: (A) is formed or organized
solely for the purpose of owning and operating the Mortgaged Property
securing the Mortgage Loan, (B) may not engage in any business unrelated to
such Mortgaged Property, (C) does not have any assets other than those
related to its interest in and operation of such Mortgage Property, (D) may
not incur indebtedness other than as permitted by the related Mortgage or
other Mortgage Loan Documents, (E) has its own books and records separate and
apart from any other person, and (F) holds itself out as a legal entity,
separate and apart from any other person.
If it is found that there exists a material breach of any of the foregoing
representations and warranties of any of the Mortgage Loan Sellers with
respect to any of its Mortgage Loans, and if such Mortgage Loan Seller cannot
cure such breach within a period of 90 days following its receipt of notice
of such breach, then such Mortgage Loan Seller will be obligated pursuant to
the related Mortgage Loan Purchase Agreement (the relevant rights under which
will be assigned by the Depositor to the Trustee) to repurchase the affected
Mortgage Loan within such 90 day period at the applicable Purchase Price or
substitute a Replacement Mortgage Loan for the affected Mortgage Loan and pay
any Substitution Shortfall Amount.
The foregoing repurchase or substitution obligation will constitute the
sole remedy available to the Certificateholders and the Trustee for any
breach of a Mortgage Loan Seller's representations and warranties regarding
any of its Mortgage Loans. As to any Mortgage Loan, the related Mortgage Loan
Seller will be the sole Warranting Party; and none of the Depositor, any of
the other Mortgage Loan Sellers or any other person or entity will be
obligated to repurchase any affected Mortgage Loan in connection with a
breach of the related Mortgage Loan Seller's representations and warranties
if the related Mortgage Loan Seller defaults on its obligation to do so. See
"The Pooling and Servicing Agreements -- Representations and Warranties;
Repurchases" in the Prospectus.
CHANGES IN MORTGAGE ASSET POOL CHARACTERISTICS
The description in this Prospectus Supplement of the Mortgage Asset Pool
and the Mortgaged Properties is based upon the Mortgage Asset Pool as
expected to be constituted at the time the Offered Certificates are issued,
as adjusted for the scheduled principal payments due on or before the Cut-off
Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may
be removed from the Mortgage Asset Pool if the Depositor deems such removal
necessary or appropriate or if it is prepaid. A limited number of other
mortgage loans may be included in the Mortgage Asset Pool prior to the
issuance of the Offered Certificates, unless including such mortgage loans
would materially alter the characteristics of the Mortgage Asset Pool as
described herein. The information set forth herein is representative of the
characteristics of the Mortgage Asset Pool as it will be constituted at the
time the Offered Certificates are issued, although the range of Mortgage
Rates and maturities and certain other characteristics of the Mortgage Loans
in the Mortgage Asset Pool may vary.
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A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Delivery Date
and will be filed, together with the Pooling and Servicing Agreement, with
the Securities and Exchange Commission within fifteen days after the initial
issuance of the Offered Certificates. In the event Mortgage Loans are removed
from or added to the Mortgage Asset Pool as set forth in the preceding
paragraph, such removal or addition will be noted in the Form 8-K.
SERVICING OF THE MORTGAGE LOANS
GENERAL
The Servicer will be responsible for the servicing and administration of
all the Mortgage Loans; however, the holder or holders of Certificates
evidencing a majority interest in the Controlling Class (as defined herein)
will be entitled to terminate substantially all the rights and duties of the
Servicer in respect of Specially Serviced Mortgage Loans (as defined herein)
and REO Properties and to appoint a replacement to perform such duties under
substantially the same terms and conditions as applicable to the Servicer.
See "--Termination of the Servicer with Respect to Specially Serviced
Mortgage Loans and REO Properties" below. The Servicer, either directly or
through Sub-Servicers, will be required to service and administer the
Mortgage Loans in the best interests of and for the benefit of the
Certificateholders (as determined by the Servicer in its good faith and
reasonable judgment), in accordance with applicable law, the terms of the
Pooling and Servicing Agreement and the terms of the respective Mortgage
Loans and, to the extent consistent with the foregoing, in the same manner as
is normal and usual in its general mortgage servicing and REO property
management activities with respect to mortgage loans and REO properties that
are comparable to those for which it is responsible under the Pooling and
Servicing Agreement. Such requirements are herein referred to as the
"Servicing Standard."
A "Specially Serviced Mortgage Loan" is any Mortgage Loan as to which any
of the following events (each, a "Special Servicing Event") has occurred: (i)
the related borrower has failed to make when due any Balloon Payment, which
failure has continued unremedied for 30 days; (ii) the related borrower has
failed to make when due any Monthly Payment (other than a Balloon Payment) or
any other payment required under the related Mortgage Note or the related
Mortgage(s), which failure continues unremedied for 60 days; (iii) the
Servicer has determined in its good faith and reasonable judgment, that a
default in the making of a Monthly Payment or any other payment required
under the related Mortgage Note or the related Mortgage(s) is likely to occur
within 30 days and is likely to remain unremedied for at least 60 days or, in
the case of a Balloon Payment, for at least 30 days; (iv) there shall have
occurred a default under the related loan documents, other than as described
in clause (i) or (ii) above, that materially impairs the value of the related
Mortgaged Property as security for the Mortgage Loan or otherwise materially
and adversely affects the interests of Certificateholders, which default has
continued unremedied for the applicable grace period under the terms of the
Mortgage Loan (or, if no grace period is specified, 60 days); (v) a decree or
order of a court or agency or supervisory authority having jurisdiction in
the premises in an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered against
the related borrower and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; (vi) the related borrower
shall have consented to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to such borrower or of or
relating to all or substantially all of its property; (vii) the related
borrower shall have admitted in writing its inability to pay its debts
generally as they become due, filed a petition to take advantage of any
applicable insolvency or reorganization statute, made an assignment for the
benefit of its creditors, or voluntarily suspended payment of its
obligations; and (viii) the Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to the
related Mortgaged Property or Properties.
A Mortgage Loan will cease to be a Specially Serviced Mortgage Loan (and
will become a "Corrected Mortgage Loan") at such time as such of the
following as are applicable occur with respect
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to the circumstances identified above that caused the Mortgage Loan to be
characterized as a Specially Serviced Mortgage Loan (and provided that no
other Special Servicing Event then exists):
(a) with respect to the circumstances described in clauses (i) and (ii) of
the preceding paragraph, the related borrower has made three consecutive full
and timely Monthly Payments under the terms of such Mortgage Loan (as such
terms may be changed or modified in connection with a bankruptcy or similar
proceeding involving the related borrower or by reason of a modification,
waiver or amendment granted or agreed to by the Servicer);
(b) with respect to the circumstances described in clauses (iii), (v),
(vi) and (vii) of the preceding paragraph, such circumstances cease to exist
in the good faith and reasonable judgment of the Servicer;
(c) with respect to the circumstances described in clause (iv) of the
preceding paragraph, such default is cured; and
(d) with respect to the circumstances described in clause (viii) of the
preceding paragraph, such proceedings are terminated.
The Servicer will be required to service and administer the respective
groups of related Cross-Collateralized Mortgage Loans as a single Mortgage
Loan as and when it deems necessary and appropriate, consistent with the
Servicing Standard. If any Cross-Collateralized Mortgage Loan becomes a
Specially Serviced Mortgage Loan, then each other Mortgage Loan that is
cross-collateralized with it shall also become a Specially Serviced Mortgage
Loan. Similarly, no Cross-Collateralized Mortgage Loan shall subsequently
become a Corrected Mortgage Loan, unless and until all Special Servicing
Events in respect of each other Mortgage Loan that is cross-collateralized
with it, are remediated or otherwise addressed as contemplated above.
Set forth below, following the subsection captioned "--The Servicer," is a
description of certain pertinent provisions of the Pooling and Servicing
Agreement relating to the servicing of the Mortgage Loans. Reference is also
made to the Prospectus, in particular to the section captioned "The Pooling
and Servicing Agreements" for important additional information regarding the
terms and conditions of the Pooling and Servicing Agreement as they relate to
the rights and obligations of the Servicer thereunder. The Servicer
constitutes a "Master Servicer" for purposes of the Prospectus. However,
information set forth in the Prospectus should be read taking account of all
supplemental information contained herein.
THE SERVICER
GMACCM will be the Servicer with respect to the Mortgage Asset Pool. As of
February 28, 1998, the Servicer had a total commercial and multifamily
mortgage loan servicing portfolio of approximately $41.6 billion. See
"Description of the Mortgage Asset Pool -- The Mortgage Loan Sellers --
GMACCM" herein and "GMAC Commercial Mortgage Corporation" in the Prospectus.
TERMINATION OF THE SERVICER WITH RESPECT TO SPECIALLY SERVICED MORTGAGE LOANS
AND REO PROPERTIES
The holder or holders of Certificates entitled to more than 50% of the
voting rights allocated to the Controlling Class (as defined below) may at
any time terminate substantially all of the rights and duties of the Servicer
in respect of Specially Serviced Mortgage Loans and REO Properties and
appoint a replacement (a "Replacement Special Servicer") to perform such
duties under substantially the same terms and conditions as applicable to the
Servicer. Such holder(s) shall designate a replacement to so serve by the
delivery to the Trustee of a written notice stating such designation. The
Trustee shall, promptly after receiving any such notice, so notify the Rating
Agencies. The designated replacement shall become the Replacement Special
Servicer as of the date the Trustee shall have received: (i) written
confirmation from each Rating Agency stating that if the designated
replacement were to serve as Replacement Special Servicer under the Pooling
and Servicing Agreement, none of the then-current rating or ratings of all
outstanding Classes of the Certificates would be qualified, downgraded or
withdrawn as a result thereof; (ii) a written acceptance of all obligations
of a Replacement Special Servicer, executed by the designated replacement;
and (iii) an opinion of counsel to the effect that the
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designation of such replacement to serve as Replacement Special Servicer is
in compliance with the Pooling and Servicing Agreement, that the designated
replacement will be bound by the terms of the Pooling and Servicing Agreement
and that the Pooling and Servicing Agreement will be enforceable against such
designated replacement in accordance with its terms. The Servicer shall be
deemed to have resigned from its duties in respect of Specially Serviced
Mortgage Loans and REO Properties simultaneously with such designated
replacement's becoming the Replacement Special Servicer under the Pooling and
Servicing Agreement. Any Replacement Special Servicer may be similarly so
replaced by the holder or holders of Certificates entitled to more than 50%
of the voting rights allocated to the Controlling Class.
In general, a Replacement Special Servicer will possess rights and
obligations comparable to those of a Master Servicer described in the
Prospectus under "The Pooling and Servicing Agreements -- Sub-Servicers,"
"--Evidence as to Compliance" and "--Certain Matters Regarding a Master
Servicer and the Depositor." In addition, a Replacement Special Servicer will
be responsible for performing the servicing and other administrative duties
attributable to the Servicer herein or a Master Servicer under "The Pooling
and Servicing Agreements" (and, in particular, under the subsection thereof
captioned "--Realization Upon Defaulted Mortgage Loans") in the Prospectus,
insofar as such duties relate to Specially Serviced Mortgage Loans and REO
Properties. Notwithstanding any appointment of a Replacement Special
Servicer, however, the Servicer shall continue to collect information and
prepare all reports to the Trustee and to pay the reasonable compensation of
the Trustee required under the Pooling and Servicing Agreement with respect
to any Specially Serviced Mortgage Loans and REO Properties, and further to
render incidental services with respect to any Specially Serviced Mortgage
Loans and REO Properties as are specifically provided for in the Pooling and
Servicing Agreement. Unless the same person acts in both capacities, the
Servicer and the Replacement Special Servicer shall not have any
responsibility for the performance of each other's duties under the Pooling
and Servicing Agreement.
The "Controlling Class" will be the most subordinate Class of Principal
Balance Certificates outstanding (the Class A-1 and Class A-2 Certificates
being treated as a single Class for this purpose) that has a Certificate
Balance at least equal to 25% of its initial Certificate Balance (or, if no
Class of Principal Balance Certificates has a Certificate Balance at least
equal to 25% of its initial Certificate Balance, then the "Controlling Class"
will be the most subordinate Class of Principal Balance Certificates with the
largest Certificate Balance then outstanding). Initially the Controlling
Class will consist of the Class N Certificates. It is anticipated that the
Servicer will acquire certain Subordinate Certificates, including the Class N
Certificates.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The principal compensation to be paid to the Servicer in respect of its
servicing activities will be the Servicing Fee, the Special Servicing Fee,
the Workout Fee and the Liquidation Fee. The "Servicing Fee" will be payable
monthly on a loan-by-loan basis from amounts received or advanced in respect
of interest on each Mortgage Loan (including Specially Serviced Mortgage
Loans and Mortgage Loans as to which the related Mortgaged Property has
become an REO Property), will accrue at a percentage rate per annum set forth
on Annex A for each Mortgage Loan (the "Servicing Fee Rate"), and will be
computed on the basis of the same principal amount and for the same period
respecting which any related interest payment due or deemed due on the
related Mortgage Loan is computed. The "Special Servicing Fee" will accrue
solely with respect to each Specially Serviced Mortgage Loan and each
Mortgage Loan as to which the related Mortgaged Property has become an REO
Property, at a rate equal to 0.25% per annum, on the basis of the same
principal amount and for the same period respecting which any related
interest payment due or deemed due on such Mortgage Loan is computed, and
will be payable monthly from general collections on the Mortgage Loans then
on deposit in the Certificate Account. A "Workout Fee" will in general be
payable with respect to each Corrected Mortgage Loan. As to each Corrected
Mortgage Loan, the Workout Fee will be payable out of, and will be calculated
by application of a "Workout Fee Rate" of 1.0% to, each collection of
interest and principal (including scheduled payments, prepayments, Balloon
Payments and payments at maturity) received on such Mortgage Loan for so long
as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any
Corrected Mortgage
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Loan will cease to be payable if such loan again becomes a Specially Serviced
Mortgage Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when such Mortgage
Loan again becomes a Corrected Mortgage Loan. If the Servicer is terminated
(other than for cause) or resigns with respect to any or all of its servicing
duties, it shall retain the right to receive any and all Workout Fees payable
with respect to Mortgage Loans that became Corrected Mortgage Loans during
the period that it had responsibility for servicing Specially Serviced
Mortgage Loans and that were still Corrected Mortgage Loans at the time of
such termination or resignation (and the successor Servicer or Replacement
Special Servicer shall not be entitled to any portion of such Workout Fees),
in each case until the Workout Fee for any such loan ceases to be payable in
accordance with the preceding sentence. A "Liquidation Fee" will be payable
with respect to each Specially Serviced Mortgage Loan as to which the
Servicer obtains a full or discounted payoff from the related borrower and,
except as otherwise described below, with respect to any Specially Serviced
Mortgage Loan or REO Property as to which the Servicer receives any
Liquidation Proceeds. As to each such Specially Serviced Mortgage Loan and
REO Property, the Liquidation Fee will be payable from, and will be
calculated by application of a "Liquidation Fee Rate" of 1.0% to, the related
payment or proceeds. Notwithstanding anything to the contrary described
above, no Liquidation Fee will be payable based on, or out of, Liquidation
Proceeds received in connection with the purchase of any Specially Serviced
Mortgage Loan or REO Property by the Servicer, a Replacement Special Servicer
or any holder of Certificates evidencing a majority interest in the
Controlling Class or the purchase of all of the Mortgage Loans and REO
Properties by the Servicer or the Depositor in connection with the
termination of the Trust Fund. If, however, Liquidation Proceeds are received
with respect to any Corrected Mortgage Loan and the Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out
of the portion of such Liquidation Proceeds that constitute principal and/or
interest.
As additional servicing compensation, the Servicer will be entitled to
retain all assumption and modification fees, late payment charges, charges
for beneficiary statements or demands, amounts collected for checks returned
for insufficient funds, and any similar or ancillary fees, in each case to
the extent actually paid by a borrower with respect to a Mortgage Loan. The
Servicer will also be entitled to: (a) Prepayment Interest Excesses and
Balloon Payment Interest Excesses (each described below) collected on the
Mortgage Loans; and (b) any default interest actually collected on the
Mortgage Loans, but only to the extent that such default interest is not
allocable to pay any portion of a Workout Fee or Liquidation Fee payable with
respect to the related Mortgage Loan or to cover interest on any Advances (as
defined below) made in respect of the related Mortgage Loan. In addition, the
Servicer will be authorized to invest or direct the investment of funds held
in any and all accounts maintained by it that constitute part of the REO
Account, if established, and the Replacement Special Servicer will be
authorized to invest or direct the investment of funds held in the REO
Account, and the Servicer and Replacement Special Servicer, respectively,
will be entitled to retain any interest or other income earned on such funds,
but will be required to cover any losses from its own funds without any right
to reimbursement. The Servicer and Replacement Special Servicer will have
such rights and obligations irrespective of whether the Servicer or
Replacement Special Servicer, as applicable, actually directs the investment
of such funds.
If a Replacement Special Servicer is appointed, then as compensation for
performing its duties in respect of the Specially Serviced Mortgage Loans and
REO Properties, such Replacement Special Servicer will be entitled to receive
all Special Servicing Fees, Liquidation Fees and, except as otherwise
described above, Workout Fees otherwise payable to the Servicer for
performing such duties. A Replacement Special Servicer will also become (and
the Servicer will also cease to be) entitled to any default interest actually
collected on the Mortgage Loans, but only to the extent that (i) such default
interest is not allocable to pay any portion of a Workout Fee or Liquidation
Fee payable to the Servicer or Replacement Special Servicer with respect to
the related Mortgage Loan or to cover interest payable to the Servicer, the
Replacement Special Servicer, the Trustee or the Fiscal Agent with respect to
any Advances made in respect of the related Mortgage Loan and (ii) such
default interest is allocable to the period that the related Mortgage Loan
constituted a Specially Serviced Mortgage Loan.
If a borrower voluntarily prepays a Mortgage Loan, in whole or in part,
after the Due Date but before the Determination Date in any calendar month,
the amount of interest (net of related Servicing Fees)
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accrued on such prepayment from such Due Date to, but not including, the date
of prepayment (or any later date through which interest accrues) will, to the
extent actually collected, constitute a "Prepayment Interest Excess."
Conversely, if a borrower prepays a Mortgage Loan, in whole or in part, after
the Determination Date in any calendar month and does not pay interest on
such prepayment through the end of such calendar month, then the shortfall in
a full month's interest (net of related Servicing Fees) on such prepayment
will constitute a "Prepayment Interest Shortfall." Similarly, if the Due Date
for any Balloon Payment occurs after the first day of, but before the
Determination Date in, any calendar month, the amount of interest (net of
related Servicing Fees) accrued on the related Balloon Loan from the
beginning of such month to the maturity date will, to the extent actually
collected in connection with the payment of such Balloon Payment on or before
such Determination Date, constitute a "Balloon Payment Interest Excess."
Conversely, if the Due Date for any Balloon Payment occurs after the
Determination Date in any calendar month, the amount of interest (net of
related Servicing Fees) that would have accrued on the related Balloon Loan
from the stated maturity date through the end of such calendar month will, to
the extent not paid by the borrower, constitute a "Balloon Payment Interest
Shortfall." Prepayment Interest Excesses and Balloon Payment Interest
Excesses collected on the Mortgage Loans will be retained by the Servicer as
additional servicing compensation. The Servicer will cover, out of its own
funds, any Balloon Payment Interest Shortfalls and, to the extent of that
portion of its aggregate Servicing Fee for the same Collection Period
calculated for each Mortgage Loan at a rate equal to the Master Servicing Fee
Rate (as defined in Annex A herein) for such Mortgage Loan, Prepayment
Interest Shortfalls incurred with respect to the Mortgage Loans during any
Collection Period.
The Servicer and any Replacement Special Servicer will, in general, each
be required to pay its overhead and any general and administrative expenses
incurred by it in connection with its servicing activities under the Pooling
and Servicing Agreement, including the fees of any Sub-Servicers retained by
it, and will not be entitled to reimbursement therefor except as expressly
provided in the Pooling and Servicing Agreement. In general, customary,
reasonable and necessary "out of pocket" costs and expenses incurred by the
Servicer or a Replacement Special Servicer in connection with the servicing
of a Mortgage Loan after a default, delinquency or other unanticipated event,
or in connection with the administration of any REO Property, will constitute
"Servicing Advances" (Servicing Advances and P&I Advances, collectively,
"Advances") and, in all cases, will be reimbursable from future payments and
other collections, including in the form of Liquidation Proceeds, Insurance
Proceeds and Condemnation Proceeds, in any event on or in respect of the
related Mortgage Loan or REO Property ("Related Proceeds"). Notwithstanding
the foregoing, the Servicer and any Replacement Special Servicer will each be
permitted to pay, or to direct the payment of, certain servicing expenses
directly out of the Certificate Account or the REO Account, as applicable,
and at times without regard to the relationship between the expense and the
funds from which it is being paid (including in connection with the
remediation of any adverse environmental circumstance or condition at a
Mortgaged Property or an REO Property, although in such specific
circumstances the Servicer may advance the costs thereof). Furthermore, if
any Replacement Special Servicer is required under the Pooling and Servicing
Agreement to make any Servicing Advance but does not desire to do so, such
Replacement Special Servicer may, in its sole discretion, request that the
Servicer make such Advance, such request to be made in writing and in a
timely manner that does not adversely affect the interests of any
Certificateholder; provided, however, that such Replacement Special Servicer
will have an obligation to make any such Servicing Advance that, in its good
faith and reasonable judgment, is necessary to avoid (i) a penalty, (ii)
material harm to a Mortgaged Property or (iii) any other material adverse
consequence to the Trust Fund (an "Emergency Advance"). The Servicer shall
make any such Servicing Advance (other than an Emergency Advance) requested
by a Replacement Special Servicer within ten (10) days of the Servicer's
receipt of such request. A Replacement Special Servicer will be relieved of
any obligations with respect to an Advance that it requests the Servicer to
make (regardless of whether or not the Servicer makes that Advance), other
than an Emergency Advance.
If the Servicer (or a Replacement Special Servicer) is required under the
Pooling and Servicing Agreement to make a Servicing Advance, but does not do
so within 15 days after such Servicing Advance is required to be made, then
the Trustee will, if it has actual knowledge of such failure, be
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required to give the defaulting party notice of such failure and, if such
failure continues for three more days, the Trustee will be required to make
such Servicing Advance. If the Trustee fails to make a required Servicing
Advance, the Fiscal Agent will be required to make such Servicing Advance.
The Servicer, any Replacement Special Servicer, the Trustee and the Fiscal
Agent will be obligated to make Servicing Advances only to the extent that
such Servicing Advances are, in the reasonable and good faith judgment of
such party, ultimately recoverable from Related Proceeds.
As and to the extent described herein, the Servicer, any Replacement
Special Servicer, the Trustee and the Fiscal Agent are each entitled to
receive interest at the Reimbursement Rate (as defined herein) on Servicing
Advances made thereby. See "The Pooling and Servicing Agreements --
Certificate Account" and "--Servicing Compensation and Payment of Expenses"
in the Prospectus and "Description of the Certificates -- P&I Advances"
herein.
The Servicer will be required to pay, out of its Servicing Fee, the
compensation of the Trustee.
MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS
The Servicer may agree to any modification, waiver or amendment of any
term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit
the release of the borrower on or any guarantor of any Mortgage Loan without
the consent of the Trustee or any Certificateholder, subject, however, to
each of the following limitations, conditions and restrictions:
(i) the Servicer may not agree to any modification, waiver or amendment of
any term of, or take any of the other above referenced actions with respect
to, any Mortgage Loan that would affect the amount or timing of any related
payment of principal, interest or other amount payable thereunder or, in the
Servicer's good faith and reasonable judgment, would materially impair the
security for such Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon, unless, in the Servicer's judgment, a material default
on such Mortgage Loan has occurred or a default in respect of payment on such
Mortgage Loan is reasonably foreseeable, and such modification, waiver,
amendment or other action is reasonably likely to produce a greater recovery
to Certificateholders on a present value basis than would liquidation;
(ii) the Servicer may not extend the maturity of any Mortgage Loan beyond
the date that is two years prior to the Rated Final Distribution Date;
(iii) the Servicer shall not make or permit any modification, waiver or
amendment of any term of, or take any of the other above referenced actions
with respect to, any Mortgage Loan that would (A) cause any of REMIC I, REMIC
II or REMIC III to fail to qualify as a REMIC under the Code or, except as
otherwise described under "--REO Properties" below, result in the imposition
of any tax on "prohibited transactions" or "contributions" after the startup
date of any such REMIC under the REMIC Provisions or (B) cause any Mortgage
Loan to cease to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code (provided that the Servicer shall not be liable for
judgments as regards decisions made under this subsection which were made in
good faith and, unless it would constitute bad faith or negligence to do so,
the Servicer may rely on opinions of counsel in making such decisions);
(iv) the Servicer shall not permit any borrower to add or substitute any
collateral for an outstanding Mortgage Loan, which collateral constitutes
real property, unless the Servicer shall have first determined in its good
faith and reasonable judgment, based upon a Phase I environmental assessment
(and such additional environmental testing as the Servicer deems necessary
and appropriate), that such additional or substitute collateral is in
compliance with applicable environmental laws and regulations and that there
are no circumstances or conditions present with respect to such new
collateral relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up
or remediation would be required under any then applicable environmental laws
and/or regulations; and
(v) with limited exceptions, the Servicer shall not release any collateral
securing an outstanding Mortgage Loan;
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provided that (x) the limitations, conditions and restrictions set forth in
clauses (i) through (v) above will not apply to any modification of any term
of any Mortgage Loan that is required under the terms of such Mortgage Loan
in effect on the Delivery Date or that is solely within the control of the
related borrower, and (y) notwithstanding clauses (i) through (v) above, the
Servicer will not be required to oppose the confirmation of a plan in any
bankruptcy or similar proceeding involving a borrower if in its reasonable
and good faith judgment such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar.
SALE OF DEFAULTED MORTGAGE LOANS
The Pooling and Servicing Agreement grants to the Servicer, any
Replacement Special Servicer and the holder or holders of Certificates
evidencing a majority interest in the Controlling Class a right to purchase
from the Trust Fund certain defaulted Mortgage Loans. If the Servicer has
determined, in its good faith and reasonable judgment, that any defaulted
Mortgage Loan will become the subject of a foreclosure, the Servicer will be
required to promptly so notify in writing the Trustee, and the Trustee will
be required, within 10 days after receipt of such notice, to notify the
holders of the Controlling Class. Any holder or holders of Certificates
evidencing a majority interest in the Controlling Class may, at its or their
option, purchase from the Trust Fund, at a price equal to the applicable
Purchase Price, any such defaulted Mortgage Loan. If such Certificateholders
have not purchased such defaulted Mortgage Loan within 15 days of their
having received notice in respect thereof, either the Servicer or any
Replacement Special Servicer may, at its option, purchase such defaulted
Mortgage Loan from the Trust Fund, at a price equal to the applicable
Purchase Price.
The Servicer may offer to sell any such defaulted Mortgage Loan not
otherwise purchased pursuant to the prior paragraph, if and when the Servicer
determines, consistent with the Servicing Standard, that such a sale would be
in the best economic interests of the Trust Fund. Such offer is to be made in
a commercially reasonable manner for a period of not less than 10 days.
Unless the Servicer determines, in its good faith and reasonable judgment,
that acceptance of any offer would not be in the best economic interests of
the Trust Fund, the Servicer shall accept the highest cash offer received
from any person that constitutes a fair price (which may be less than the
Purchase Price) for such Mortgage Loan; provided that none of the Servicer,
any Replacement Special Servicer, the Depositor, the holder of any
Certificate or an affiliate of any such party may purchase such Mortgage Loan
for less than the Purchase Price unless at least two other offers are
received from independent third parties. See also "The Pooling and Servicing
Agreements -- Realization Upon Defaulted Mortgage Loans" in the Prospectus.
REO PROPERTIES
In general, the Servicer will be obligated to (or may contract with a
third party to) operate and manage any Mortgaged Property acquired as REO
Property in a manner that would, in its good faith and reasonable judgment
and to the extent commercially feasible, maximize the Trust Fund's net
after-tax proceeds from such property. After the Servicer reviews the
operation of such property and consults with the Trustee to determine the
Trust Fund's federal income tax reporting position with respect to income it
is anticipated that the Trust Fund would derive from such property, the
Servicer could determine that it would not be commercially feasible to manage
and operate such property in a manner that would avoid the imposition of a
tax on "net income from foreclosure property" within the meaning of the REMIC
Provisions or a tax on "prohibited transactions" under Section 860F of the
Code (either such tax referred to herein as an "REO Tax"). To the extent that
income the Trust Fund receives from an REO Property is subject to a tax on
(i) "net income from foreclosure property," such income would be subject to
federal tax at the highest marginal corporate tax rate and (ii) "prohibited
transactions," such income would be subject to federal tax at a 100% rate.
The determination as to whether income from an REO Property would be subject
to an REO Tax will depend on the specific facts and circumstances relating to
the management and operation of each REO Property. Generally, income from an
REO Property that is directly operated by the Servicer would be apportioned
and classified as "service" or "non-service" income. The "service" portion of
such income could be subject to federal tax either at the highest marginal
corporate tax rate or at the 100% rate on "prohibited transactions," and the
"non-service"
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portion of such income could be subject to federal tax at the highest
marginal corporate tax rate or, although it appears unlikely, at the 100%
rate applicable to "prohibited transactions." Any REO Tax imposed on the
Trust Fund's income from an REO Property would reduce the amount available
for distribution to Certificateholders. Certificateholders are advised to
consult their tax advisors regarding the possible imposition of REO Taxes in
connection with the operation of commercial REO Properties by REMICs. The
Servicer will be required to sell any REO Property acquired on behalf of the
Trust Fund within the time period and in the manner described under "The
Pooling and Servicing Agreements -- Realization Upon Defaulted Mortgage
Loans" in the Prospectus.
The Servicer, or, if appointed, the Replacement Special Servicer, shall
establish and maintain one or more eligible accounts (the "REO Account"), to
be held on behalf of the Trustee in trust for the benefit of the
Certificateholders, for the retention of revenues, Liquidation Proceeds (net
of related liquidation expenses) and Insurance Proceeds derived from each REO
Property. The Servicer or Replacement Special Servicer, as applicable, shall
use the funds in the REO Account to pay for the proper operation, management,
maintenance, disposition and liquidation of any REO Property, but only to the
extent of amounts on deposit in the REO Account relate to such REO Property.
To the extent that amounts in the REO Account in respect of any REO Property
are insufficient to make such payments, such Servicer or Replacement Special
Servicer shall make a Servicing Advance, unless it determines such Servicing
Advance would be nonrecoverable. Within one Business Day following the end of
each Collection Period, the Servicer or Replacement Special Servicer shall
deposit all amounts collected received in respect of each REO Property during
such Collection Period, net of any amounts withdrawn to make any permitted
disbursements, to the Certificate Account, provided that the Servicer and the
Replacement Special Servicer may retain in the REO Account permitted
reserves.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Servicer is required to (or may contract with a third party to)
perform physical inspections of each Mortgaged Property at least once every
two years (or, if the related Mortgage Loan has a then-current balance
greater than $2,000,000, at least once every year). In addition, the
Servicer, subject to statutory limitations or limitations set forth in the
related loan documents, is required to perform a physical inspection of each
Mortgaged Property as soon as practicable after the related Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Servicer will be required to
prepare or cause to be prepared a written report of each such inspection
performed thereby describing the condition of the Mortgaged Property.
With respect to each Mortgage Loan that requires the borrower to deliver
operating statements with respect to the related Mortgaged Property, the
Servicer is also required to make reasonable efforts to collect and review
such statements. However, there can be no assurance that any operating
statements required to be delivered will in fact be delivered, nor is the
Servicer likely to have any practical means of compelling such delivery in
the case of an otherwise performing Mortgage Loan.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent in the aggregate the entire beneficial ownership
interest in a Trust Fund consisting of: (i) the Mortgage Loans and all
payments under and proceeds of the Mortgage Loans received after the Cut-off
Date (exclusive of payments of principal and interest due on or before the
Cut-off Date); (ii) any REO Property acquired on behalf of the
Certificateholders through foreclosure, deed in lieu of foreclosure or
otherwise; (iii) such funds or assets as from time to time are deposited in
the Certificate Account; (iv) the rights of the mortgagee under all insurance
policies with respect to the Mortgage Loans; and (v) certain rights of the
Depositor under each of the Mortgage Loan Purchase Agreements relating to
Mortgage Loan document delivery requirements and the representations and
warranties of the related Mortgage Loan Seller regarding its Mortgage Loans.
The Certificates will consist of eighteen Classes to be designated as: (i)
the Class X Certificates; (ii) the Class A-1 Certificates and the Class A-2
Certificates (together, the "Class A Certificates;" and collectively with the
Class X Certificates, the "Senior Certificates"); (iii) the Class B
Certificates, the Class C Certificates, the Class D Certificates, the Class E
Certificates, the Class F Certificates, the Class G Certificates, the Class H
Certificates, the Class J Certificates, the Class K Certificates, the Class L
Certificates, the Class M Certificates and the Class N Certificates
(collectively, the "Subordinate Certificates;" and collectively with the
Senior Certificates, the "REMIC Regular Certificates"); and (iv) the Class
R-I Certificates, the Class R-II Certificates and the Class R-III
Certificates (collectively, the "REMIC Residual Certificates").
Only the Offered Certificates are offered hereby. The Class G, Class H,
Class J, Class K, Class L, Class M, Class N and REMIC Residual Certificates
have not been registered under the Securities Act of 1933 and are not offered
hereby.
The Offered Certificates will be issued in book-entry format in
denominations of: (i) in the case of the Class X Certificates, $1,000,000
notional principal amount and in any whole dollar denomination in excess
thereof; and (ii) in the case of the other Classes of Offered Certificates,
$25,000 actual principal amount and in any whole dollar denomination in
excess thereof.
Each Class of Offered Certificates will initially be represented by one or
more global Certificates registered in the name of the nominee of DTC. The
Depositor has been informed by DTC that DTC's nominee initially will be Cede
& Co. No Certificate Owner will be entitled to receive a Definitive
Certificate representing its interest in a Class of Offered Certificates,
except as set forth below under "--Book-Entry Registration of the Offered
Certificates -- Definitive Certificates." Unless and until Definitive
Certificates are issued in respect of any Class of Offered Certificates, all
references to actions by holders of the Offered Certificates will refer to
actions taken by DTC upon instructions received from the related Certificate
Owners through its Participants, and all references herein to payments,
notices, reports and statements to holders of the Offered Certificates will
refer to payments notices, reports and statements to DTC or Cede & Co., as
the registered holder of the Offered Certificates, for distribution to the
related Certificate Owners through its Participants in accordance with DTC
procedures. Until Definitive Certificates are issued in respect of any Class
of Offered Certificates, interests in such Certificates will be transferred
on the book-entry records of DTC and its Participants. The Certificate Owners
may elect to hold their Certificates through DTC, in the United States, or
CEDEL or Euroclear, in Europe, through participants in such systems, or
indirectly through organizations which are participants in such systems. See
"Description of the Certificates -- Book-Entry Registration and Definitive
Certificates" in the Prospectus.
BOOK-ENTRY REGISTRATION OF THE OFFERED CERTIFICATES
General. Certificate Owners that are not Direct or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, the Offered Certificates may do so only through Direct and
Indirect Participants. In addition, Certificate Owners will receive all
payments on their Offered
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Certificates from the Trustee through DTC and its Direct and Indirect
Participants. Accordingly, Certificate Owners may experience delays in their
receipt of payments. Unless and until Definitive Certificates are issued in
respect of any Class thereof, the only registered Certificateholder of the
Offered Certificates will be Cede & Co., as nominee of DTC. Certificate
Owners will not be recognized by the Trustee or the Servicer as
Certificateholders; and, except under the limited circumstances described
herein, Certificate Owners will be permitted to receive information furnished
to Certificateholders and to exercise the rights of Certificateholders only
indirectly through DTC and its Direct and Indirect Participants.
Under the rules, regulations and procedures regarding DTC and its
operations (the "Rules"), DTC is required to make book-entry transfers of the
Offered Certificates among Participants and to receive and transmit payments
on the Offered Certificates. Direct and Indirect Participants with which
Certificate Owners have accounts with respect to the Offered Certificates
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Certificate Owners. Accordingly,
although Certificate Owners will not possess physical certificates evidencing
their interests in the Offered Certificates, the Rules provide a mechanism by
which Certificate Owners, through their Direct and Indirect Participants,
will receive payments and will be able to transfer their interests in the
Offered Certificates.
None of the Depositor, the Servicer, the Trustee, the Fiscal Agent or the
Mortgage Loan Sellers will have any liability for any actions taken by DTC or
its nominee, including, without limitation, actions for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Offered Certificates held by Cede & Co., as nominee for DTC,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.
Euroclear and CEDEL. The Offered Certificates will be initially issued to
investors through the book-entry facilities of DTC, or CEDEL or Euroclear if
such investors are participants of such systems, or indirectly through
organizations which are participants in such systems. As to any such class of
Offered Certificates, the record holder of such Certificates will be DTC's
nominee. CEDEL and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in CEDEL's and
Euroclear's names on the books of their respective depositories (the
"Depositories"), which in turn will hold such positions in customers'
securities accounts in Depositories' names on the books of DTC.
Because of time zone differences, the securities account of a CEDEL or
Euroclear Participant (each as defined below) as a result of a transaction
with a DTC Participant (other than a depositary holding on behalf of CEDEL or
Euroclear) will be credited during the securities settlement processing day
(which must be a business day for CEDEL or Euroclear, as the case may be)
immediately following the DTC settlement date. Such credits or any
transactions in such securities settled during such processing will be
reported to the relevant Euroclear Participant or CEDEL Participant on such
business day. Cash received in CEDEL or Euroclear as a result of sales of
securities by or through a CEDEL Participant or Euroclear Participant to a
DTC Participant (other than the depository for CEDEL or Euroclear) will be
received with value on the DTC settlement date, but will be available in the
relevant CEDEL or Euroclear cash account only as of the business day
following settlement in DTC.
Transfers between Participants will occur in accordance with DTC rules.
Transfers between CEDEL Participants or Euroclear Participants will occur in
accordance with their respective rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL
Participants or Euroclear Participants, on the other, will be effected in DTC
in accordance with DTC rules on behalf of the relevant European international
clearing system by the relevant Depositories; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to
its Depository to take action to effect final settlement on its behalf
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by delivering or receiving securities in DTC, and making or receiving payment
in accordance with normal procedures for same day funds settlement applicable
to DTC. CEDEL Participants or Euroclear Participants may not deliver
instructions directly to the Depositories.
CEDEL, as a professional depository, holds securities for its
participating organizations ("CEDEL Participants") and facilitates the
clearance and settlement of securities transactions between CEDEL
Participants through electronic book-entry changes in accounts of CEDEL
Participants, thereby eliminating the need for physical movement of
certificates. As a professional depository, CEDEL is subject to regulation by
the Luxembourg Monetary Institute.
Euroclear was created to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities
and cash. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian co-operative corporation
(the "Clearance Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Clearance
Cooperative. The Clearance Cooperative establishes policies for Euroclear on
behalf of Euroclear's Participants. The Euroclear Operator is the Belgian
branch of a New York banking corporation which is a member bank of the
Federal Reserve System. As such, it is regulated and examined by the Board of
Governors of the Federal Reserve System and the New York State Banking
Department, as well as the Belgian Banking Commission. Securities clearance
accounts and cash accounts with the Euroclear Operator are governed by the
Terms and Conditions Governing Use of Euroclear and the related Operating
Procedures of the Euroclear System and applicable Belgian law (collectively,
the "Terms and Conditions"). The Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear.
All securities in Euroclear are held on a fungible basis without attribution
of specific certificates to specific securities clearance accounts.
Distributions in respect of the DTC Registered Certificates will be
forwarded by the Trustee to DTC, and DTC will be responsible for forwarding
such payments to Participants, each of which will be responsible for
disbursing such payments to the Certificate Owners it represents or, if
applicable, to Indirect Participants. Accordingly, Certificate Owners may
experience delays in the receipt of payments in respect of their
Certificates. Under DTC's procedures, DTC will take actions permitted to be
taken by holders of any class of DTC Registered Certificates under the
Pooling and Servicing Agreement only at the direction of one or more
Participants to whose account the DTC Registered Certificates are credited
and whose aggregate holdings represent no less than any minimum amount of
Percentage Interests or voting rights required therefor. DTC may take
conflicting actions with respect to any action of Certificateholders of any
class to the extent that Participants authorize such actions. None of the
Depositor, the Trustee, the Fiscal Agent or any of their respective
affiliates will have any liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the DTC
Registered Certificates or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
Certificate Owners will not be recognized by the Trustee as
Certificateholders, as such term is used in the Pooling and Servicing
Agreement; provided, however, that Certificate Owners will be permitted to
request and receive information furnished to Certificateholders by the
Trustee subject to receipt by the Trustee of a certification in form and
substance acceptable to the Trustee stating that the person requesting such
information is a Certificate Owner. Otherwise, the Certificate Owners will be
permitted to receive information furnished to Certificateholders and to
exercise the rights of Certificateholders only indirectly through DTC, its
Participants and Indirect Participants.
Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of the Offered Certificates among
Participants of DTC, CEDEL and Euroclear, they are under no obligation to
perform or continue to perform such procedures and such procedures may be
discontinued at any time. See Annex D hereto.
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Definitive Certificates. Definitive Certificates will be issued to
Certificate Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the Prospectus under
"Description of the Certificates -- Book-Entry Registration and Definitive
Certificates."
Upon the occurrence of an event described in the Prospectus in the last
paragraph under "Description of the Certificates -- Book-Entry Registration
and Definitive Certificates," the Trustee is required to notify, through DTC,
Direct Participants who have ownership of Offered Certificates as indicated
on the records of DTC, of the availability of Definitive Certificates with
respect thereto. Upon surrender by DTC of the physical certificates
registered in the name of its nominee and representing the Offered
Certificates and upon receipt of instructions from DTC for re-registration,
the Trustee will reissue the respective Classes of Offered Certificates as
Definitive Certificates issued in the respective principal or notional
amounts owned by individual Certificate Owners of each such Class, and
thereafter the Trustee and the Servicer will recognize the holders of such
Definitive Certificates as Certificateholders.
For additional information regarding DTC and Certificates maintained on
the book-entry records thereof, see "Description of the Certificates --
Book-Entry Registration and Definitive Certificates" in the Prospectus.
CERTIFICATE BALANCES AND NOTIONAL AMOUNTS
Upon initial issuance, the Class A-1, Class A-2, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and
Class N Certificates will have the following Certificate Balances (in each
case, subject to a variance of plus or minus 5%):
<TABLE>
<CAPTION>
INITIAL CERTIFICATE PERCENT OF INITIAL POOL PERCENT OF CREDIT
CLASS BALANCE BALANCE SUPPORT
- ------------ ------------------- ----------------------- -----------------
<S> <C> <C> <C>
Class A-1.... $335,068,000 23.19% 29.00%
Class A-2 .. 691,011,000 47.81 29.00
Class B ..... 28,903,000 2.00 27.00
Class C ..... 65,033,000 4.50 22.50
Class D ..... 75,872,000 5.25 17.25
Class E ..... 68,646,000 4.75 12.50
Class F ..... 43,355,000 3.00 9.50
Class G ..... 32,516,000 2.25 7.25
Class H ..... 25,290,000 1.75 5.50
Class J ..... 14,451,000 1.00 4.50
Class K ..... 25,290,000 1.75 2.75
Class L ..... 14,451,000 1.00 1.75
Class M ..... 10,838,000 0.75 1.00
Class N ..... 14,459,046 1.00 0.00
</TABLE>
On each Distribution Date, the Certificate Balance of each Class of
Principal Balance Certificates will be reduced by any distributions of
principal actually made on such Class of Certificates on such Distribution
Date, and will be further reduced by any Realized Losses and Additional Trust
Fund Expenses deemed allocated to such Class of Certificates on such
Distribution Date. See "--Distributions" and "--Subordination; Allocation of
Realized Losses and Certain Expenses" below.
The Class X Certificates will not have a Certificate Balance. The Class X
Certificates will represent the right to receive distributions of interest
accrued as described herein on a Notional Amount equal to the aggregate
Certificate Balance of the Principal Balance Certificates outstanding from
time to time. The Class X Certificates will have an initial Notional Amount
of $1,445,183,046 (subject to a variance of plus or minus 5%). The Class X
Certificates consist of twelve components each corresponding to a different
Class of Principal Balance Certificates (the "Class X Components"). No Class
of REMIC Residual Certificates will have a Certificate Balance.
The "Stated Principal Balance" of each Mortgage Loan will generally equal
the Cut-off Date Balance thereof (or in the case of a Replacement Mortgage
Loan, the outstanding principal balance as of the
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related date of substitution), reduced (to not less than zero) on each
Distribution Date by (i) any payments or other collections (or advances in
lieu thereof) of principal of such Mortgage Loan that have been or, if they
had not been applied to cover Additional Trust Fund Expenses, would have been
distributed on the Certificates on such date, and (ii) the principal portion
of any Realized Loss incurred in respect of or allocable to such Mortgage
Loan during the related Collection Period.
PASS-THROUGH RATES
The rate per annum at which any Class of Certificates accrues interest
from time to time is herein referred to as its "Pass-Through Rate."
The Pass-Through Rates applicable to the Class A-1 and Class A-2
Certificates will be fixed and, at all times, will be equal to the respective
Pass-Through Rates specified for each such Class on the cover page hereof.
The Pass-Through Rate applicable to the Class B, Class C and Class D
Certificates for any Distribution Date will be equal to the lesser of a
specified rate and the Weighted Average Net Mortgage Rate with respect to
such Distribution Date. The Pass-Through Rates applicable to the Class E and
Class F Certificates for any Distribution Date will be equal to the Weighted
Average Net Mortgage Rate with respect to such Distribution Date. The
Pass-Through Rate applicable to the Class X Certificates for the initial
Distribution Date will equal approximately % per annum. The Pass-Through
Rate applicable to the Class X Certificates for any Distribution Date will be
variable and will be equal to the weighted average (by Certificate Balance of
the corresponding Class of Principal Balance Certificates) of the
Pass-Through Rate applicable to each Class X Component. The Pass-Through Rate
for each Class X Component will equal the excess, if any, of the Weighted
Average Net Mortgage Rate for such Distribution Date over the Pass-Through
Rate for such Distribution Date applicable to the related Class of Principal
Balance Certificates. The Pass-Through Rate for any Class X Component
relating to a Class of Principal Balance Certificates having a Pass-Through
Rate equal to the Weighted Average Net Mortgage Rate will be zero.
The Pass-Through Rate applicable to the Class G, Class H, Class J, Class
K, Class L, Class M and Class N Certificates for any Distribution Date will
be equal to either the Weighted Average Net Mortgage Rate with respect to
such Distribution Date or the lesser of a specified rate and the Weighted
Average Net Mortgage Rate with respect to such Distribution Date. No Class of
REMIC Residual Certificates will have a specified Pass-Through Rate.
The "Weighted Average Net Mortgage Rate" for each Distribution Date is the
weighted average of the Net Mortgage Rates for the Mortgage Loans as of the
commencement of the related Collection Period, weighted on the basis of their
respective Stated Principal Balances outstanding immediately prior to such
Distribution Date.
The "Net Mortgage Rate" with respect to any Mortgage Loan is, in general,
a per annum rate equal to the related Mortgage Rate in effect from time to
time, minus the Servicing Fee Rate. However, for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan shall be
determined without regard to any modification, waiver or amendment of the
terms of such Mortgage Loan, whether agreed to by the Servicer or resulting
from a bankruptcy, insolvency or similar proceeding involving the related
borrower. In addition, if any Mortgage Loan does not accrue interest on the
basis of a 360-day year consisting of twelve 30-day months (which is the
basis on which interest accrues in respect of the REMIC Regular
Certificates), then, for purposes of calculating Pass-Through Rates, the Net
Mortgage Rate of such Mortgage Loan for any one-month period preceding a
related Due Date will be the annualized rate at which interest would have to
accrue in respect of such loan on the basis of a 360-day year consisting of
twelve 30-day months in order to produce the aggregate amount of interest
actually accrued in respect of such loan during such one-month period at the
related Mortgage Rate (net of the related Servicing Fee Rate); provided,
however, that with respect to the Interest Reserve Loans (as defined herein),
(i) the Mortgage Rate for the Collection Period preceding the Due Dates in
(a) January and February in each year that is not a leap year or (b) in
February only in each year that is a leap year will be determined net of the
Withheld Amounts and (ii) the Mortgage Rate for the Collection
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Period preceding the Due Dates in March will be determined after taking into
account the addition of the Withheld Amounts with respect to each such
Mortgage Loan. See "Servicing of the Mortgage Loans -- Servicing and Other
Compensation and Payment of Expenses" and "--Modifications, Waivers,
Amendments and Consents" herein.
The "Collection Period" for each Distribution Date is the period that
begins immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs (or, in the case
of the initial Distribution Date, immediately following the Cut-off Date) and
ends on the Determination Date in the calendar month in which such
Distribution Date occurs. The "Determination Date" will be the 5th day of
each month or, if any such 5th day is not a business day, the immediately
preceding business day.
DISTRIBUTIONS
General. Distributions on or with respect to the Certificates will be made
by the Trustee, to the extent of available funds, on each Distribution Date,
commencing in June 1998. Except as otherwise described below, all such
distributions will be made to the persons in whose names the Certificates are
registered at the close of business on the related Record Date and, as to
each such person, will be made by wire transfer in immediately available
funds to the account specified by the Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder will
have provided the Trustee with wiring instructions no less than five business
days prior to the related Record Date, or otherwise by check mailed to such
Certificateholder. The final distribution on any Certificate (determined
without regard to any possible future reimbursement of any Realized Losses or
Additional Trust Fund Expense (each as defined herein) previously allocated
to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the location that will be specified in a
notice of the pendency of such final distribution. Any distribution that is
to be made with respect to a Certificate in reimbursement of a Realized Loss
or Additional Trust Fund Expense previously allocated thereto, which
reimbursement is to occur after the date on which such Certificate is
surrendered as contemplated by the preceding sentence (the likelihood of any
such distribution being remote), will be made by check mailed to the
Certificateholder that surrendered such Certificate. All distributions made
on or with respect to a Class of Certificates will be allocated pro rata
among such Certificates based on their respective Percentage Interests in
such Class.
The Available Distribution Amount. With respect to any Distribution Date,
distributions of interest on and principal of the Certificates will be made
from the Available Distribution Amount for such Distribution Date. The
"Available Distribution Amount" for any Distribution Date will, in general,
equal (a) all amounts on deposit in the Certificate Account as of the close
of business on the related Determination Date, exclusive of any portion
thereof that represents one or more of the following:
(i) Monthly Payments collected but due on a Due Date subsequent to the
related Collection Period;
(ii) Prepayment Premiums (which are separately distributable on the
Certificates as hereinafter described);
(iii) amounts that are payable or reimbursable to any person other than
the Certificateholders (including amounts payable to the Servicer,
any Replacement Special Servicer or the Trustee as compensation or
in reimbursement of outstanding Advances and amounts payable in
respect of Additional Trust Fund Expenses);
(iv) amounts deposited in the Certificate Account in error; and
(v) with respect to any Distribution Date occurring in each February,
and in any January occurring in a year that is not a leap year,
the Withheld Amounts with respect to the Interest Reserve Loans to
be deposited in the Interest Reserve Account and held for future
distribution;
(b) to the extent not already included in clause (a), any P&I Advances
made with respect to such Distribution Date and payments made by the Servicer
to cover Prepayment Interest Shortfalls and Balloon Payment Interest
Shortfalls incurred during the related Collection Period; plus
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(c) for the Distribution Date occurring in each March, the Withheld
Amounts as described under "--Interest Reserve Account" below.
See "The Pooling and Servicing Agreements -- Certificate Account" in the
Prospectus.
Application of the Available Distribution Amount. On each Distribution
Date, the Trustee will apply the Available Distribution Amount for such date
for the following purposes and in the following order of priority:
(1) to pay interest to the holders of the respective Classes of Senior
Certificates, up to an amount equal to, and pro rata as among such Classes in
accordance with, all Distributable Certificate Interest in respect of each
such Class of Certificates for such Distribution Date and, to the extent not
previously paid, for each prior Distribution Date, if any;
(2) to pay principal: first to the holders of the Class A-1 Certificates,
and then to the holders of the Class A-2 Certificates, in each case, up to an
amount equal to the lesser of (i) the then outstanding Certificate Balance of
such Class of Certificates and (ii) the Principal Distribution Amount for
such Distribution Date;
(3) to reimburse the holders of the respective Classes of Class A
Certificates, up to an amount equal to, and pro rata as among such Classes in
accordance with, the respective amounts of Realized Losses and Additional
Trust Fund Expenses, if any, previously deemed allocated to such Classes of
Certificates and for which no reimbursement has previously been paid; and
(4) to make payments on the Subordinate Certificates as set forth below;
provided that, on each Distribution Date after the aggregate Certificate
Balance of the Subordinate Certificates has been reduced to zero, and in any
event on the final Distribution Date in connection with a termination of the
Trust Fund (see "--Termination; Retirement of Certificates" below), the
payments of principal to be made as contemplated by clause (2) above with
respect to the Class A Certificates, will be so made to the holders of the
respective Classes of such Certificates, up to an amount equal to, and pro
rata as among such Classes in accordance with, the respective then
outstanding Certificate Balances of such Classes of Certificates.
On each Distribution Date, following the above-described distributions on
the Senior Certificates, the Trustee will apply the remaining portion, if
any, of the Available Distribution Amount for such date to make payments on
the respective Classes of Subordinate Certificates in alphabetical order of
Class designation. On each Distribution Date, the holders of each Class of
Subordinate Certificates will, to the extent of the Available Distribution
Amount remaining after all required distributions to be made therefrom (as
described under this "--Distributions -- Application of the Available
Distribution Amount" section) on the Senior Certificates and each other Class
of Subordinate Certificates, if any, with an earlier alphabetical Class
designation, be entitled: first, to distributions of interest, up to an
amount equal to all Distributable Certificate Interest in respect of such
Class of Certificates for such Distribution Date and, to the extent not
previously paid, for each prior Distribution Date, if any; second, if the
Certificate Balances of the Class A Certificates and each other Class of
Subordinate Certificates, if any, with an earlier alphabetical Class
designation have been reduced to zero, to distributions of principal, up to
an amount equal to the lesser of (a) the then outstanding Certificate Balance
of such Class of Certificates and (b) the aggregate of the remaining
Principal Distribution Amounts for such Distribution Date (or, on the final
Distribution Date in connection with the termination of the Trust Fund, up to
an amount equal to the then outstanding Certificate Balance of such Class of
Certificates); and, third, to distributions for purposes of reimbursement, up
to an amount equal to all Realized Losses and Additional Trust Fund Expenses,
if any, previously deemed allocated to such Class of Certificates and for
which no reimbursement has previously been paid.
On each Distribution, following the above-described distributions on the
REMIC Regular Certificates, the Trustee will pay the remaining portion, if
any, of the Available Distribution Amounts for such date to the holders of
the REMIC Residual Certificates.
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Distributable Certificate Interest. The "Distributable Certificate
Interest" in respect of each Class of REMIC Regular Certificates for each
Distribution Date is equal to the Accrued Certificate Interest in respect of
such Class of Certificates for such Distribution Date, reduced by such Class
of Certificates' allocable share (calculated as described below) of any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date.
The "Accrued Certificate Interest" in respect of each Class of REMIC
Regular Certificates for each Distribution Date is equal to one month's
interest at the Pass-Through Rate applicable to such Class of Certificates
for such Distribution Date accrued on the Certificate Balance or Notional
Amount, as the case may be, of such Class of Certificates outstanding
immediately prior to such Distribution Date. Accrued Certificate Interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
To the extent of that portion of its aggregate Servicing Fees for the
related Collection Period calculated at the Master Servicing Fee Rate for
each Mortgage Loan, the Servicer is required to make a non-reimbursable
payment with respect to each Distribution Date to cover the aggregate of any
Prepayment Interest Shortfalls incurred with respect to the Mortgage Asset
Pool during each Collection Period. The "Net Aggregate Prepayment Interest
Shortfall" for any Distribution Date will be the amount, if any, by which (a)
the aggregate of all Prepayment Interest Shortfalls incurred with respect to
the Mortgage Asset Pool during the related Collection Period, exceeds (b) any
such payment made by the Servicer with respect to such Distribution Date to
cover such Prepayment Interest Shortfalls. See "Servicing of the Mortgage
Loans -- Servicing and Other Compensation and Payment of Expenses" herein.
The Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date will be allocated on such Distribution Date: first, to the
respective Classes of Subordinate Certificates sequentially in reverse
alphabetical order of Class designation, in each case up to the amount of the
Accrued Certificate Interest in respect of such Class of Certificates for
such Distribution Date; and thereafter, among the respective Classes of
Senior Certificates, pro rata, in accordance with the respective amounts of
Accrued Certificate Interest for each such Class of Senior Certificates for
such Distribution Date.
Principal Distribution Amount. The "Principal Distribution Amount" with
respect to any Distribution Date will, in general, equal the aggregate of the
following:
(a) the principal portions of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments due or deemed due, as the case may
be, in respect of the Mortgage Loans for their respective Due Dates occurring
during the related Collection Period;
(b) all voluntary principal prepayments received on the Mortgage Loans
during the related Collection Period;
(c) with respect to any Balloon Loan as to which the related stated
maturity date occurred during or prior to the related Collection Period, any
payment of principal (exclusive of any voluntary principal prepayment and any
amount described in clause (d) below) made by or on behalf of the related
borrower during the related Collection Period, net of any portion of such
payment that represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or the principal portion of any
Assumed Monthly Payment deemed due, in respect of such Mortgage Loan on a Due
Date during or prior to the related Collection Period and not previously
recovered;
(d) the portion of all Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds received on the Mortgage Loans during the related
Collection Period that were identified and applied by the Servicer as
recoveries of principal thereof, in each case net of any portion of such
amounts that represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or the principal portion of any
Assumed Monthly Payment deemed due, in respect of the related Mortgage Loan
on a Due Date during or prior to the related Collection Period and not
previously recovered; and
(e) if such Distribution Date is after the initial Distribution Date, the
excess, if any, of (i) the Principal Distribution Amount for the immediately
preceding Distribution Date, over (ii) the aggregate distributions of
principal made on the Principal Balance Certificates in respect of such
Principal Distribution Amount on such immediately preceding Distribution
Date.
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An "Assumed Monthly Payment" is an amount deemed due in respect of: (i)
any Balloon Loan that is delinquent in respect of its Balloon Payment beyond
the first Determination Date that follows its stated maturity date and as to
which no arrangements have been agreed to for collection of the delinquent
amounts; or (ii) any Mortgage Loan as to which the related Mortgaged Property
or Properties have become REO Property or Properties. The Assumed Monthly
Payment deemed due on any such Balloon Loan on its stated maturity date and
on any successive Due Date that it remains or is deemed to remain outstanding
shall equal the Monthly Payment that would have been due thereon on such date
if the related Balloon Payment had not come due, but rather such Mortgage
Loan had continued to amortize in accordance with such loan's amortization
schedule, if any, in effect immediately prior to maturity and had continued
to accrue interest in accordance with such loan's terms in effect immediately
prior to maturity. The Assumed Monthly Payment deemed due on any such
Mortgage Loan as to which the related Mortgaged Property or Properties have
become REO Property or Properties, on each Due Date for so long as such REO
Property or Properties remain part of the Trust Fund, shall equal the Monthly
Payment (or, in the case of a Balloon Loan described in the prior sentence,
the Assumed Monthly Payment) due on the last Due Date prior to the
acquisition of such REO Property or Properties.
Distributions of Prepayment Premiums. Any Prepayment Premium (whether
described in the related Mortgage Loan documents as a fixed percentage
prepayment premium or a yield maintenance prepayment premium) actually
collected with respect to a Mortgage Loan during any particular Collection
Period will be distributed on the related Distribution Date to the holders of
each Class of Offered Certificates other than the Class X Certificates (not
in reduction of the Certificate Balances thereof) in an aggregate amount up
to the product of (a) such Prepayment Premium, (b) the Discount Rate Fraction
and (c) the Principal Allocation Fraction of each such Class. The "Discount
Rate Fraction" is equal to a fraction (not greater than 1.0 or less than 0.0)
the numerator of which is equal to the excess of (x) the Pass-Through Rate
for such Class of Certificates over (y) the relevant Discount Rate (as
defined below) and the denominator of which is equal to the excess of (x) the
Mortgage Rate of the related Mortgage Loan over (y) the relevant Discount
Rate. With respect to any Distribution Date and each Class of Offered
Certificates (other than the Class X Certificates), the "Principal Allocation
Fraction" is a fraction the numerator of which is the Principal Distribution
Amount allocated to such Class of Certificates for such Distribution Date and
the denominator of which is the Principal Distribution Amount for all Classes
of Certificates as of such Distribution Date. The portion of the Prepayment
Premium remaining after the payment of the amount calculated as described
above will be distributed to the holders of the Class X Certificates.
The "Discount Rate" means the yield (compounded monthly) for "This Week"
as reported by the Federal Reserve Board in Federal Reserve Statistical
Release H.15(519) for the constant maturity treasury having a maturity
coterminous with the Maturity Date or Anticipated Repayment Date of such
Mortgage Loan as of the Determination Date. If there is no Discount Rate for
instruments having a maturity coterminous with the remaining term (to
maturity or Anticipated Repayment Date, where applicable) of the relevant
Mortgage Loan, then the Discount Rate will be equal to the linear
interpolation of the yields of the constant maturity treasuries with
maturities next longer and shorter than such remaining term to maturity or
Anticipated Repayment Date.
The Prepayment Premiums, if any, collected on the Mortgage Loans during
any Collection Period may not be sufficient to fully compensate
Certificateholders of any Class for any loss in yield attributable to the
related prepayments of principal.
Treatment of REO Properties. Notwithstanding that any Mortgaged Property
may be acquired as part of the Trust Fund through foreclosure, deed in lieu
of foreclosure or otherwise, the related Mortgage Loan will be treated, for
purposes of, among other things, determining distributions on the
Certificates, allocations of Realized Losses and Additional Trust Fund
Expenses to the Certificates, and the amount of Servicing Fees and Special
Servicing Fees payable under the Pooling and Servicing Agreement, as having
remained outstanding until such REO Property is liquidated. Among other
things, such Mortgage Loan will be taken into account when determining
Pass-Through Rates and the Principal Distribution Amount. In connection
therewith, operating revenues and other proceeds derived from such REO
Property (after application thereof to pay certain costs and taxes, including
certain reimbursements
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payable to the Servicer, any Replacement Special Servicer and/or the Trustee,
incurred in connection with the operation and disposition of such REO
Property) will be "applied" by the Servicer as principal, interest and other
amounts "due" on such Mortgage Loan, and, subject to the applicable
limitations described under "--P&I Advances" below, the Servicer will be
required to make P&I Advances in respect of such Mortgage Loan, in all cases
as if such Mortgage Loan had remained outstanding.
Interest Reserve Account. The Trustee will establish and maintain an
"Interest Reserve Account" in the name of the Trustee for the benefit of the
holders of the Certificates. With respect to each Distribution Date occurring
in February and each Distribution Date occurring in any January which occurs
in a year that is not a leap year, there shall be deposited, in respect of
each Mortgage Loan bearing interest computed on an actual/360 basis and
having a Mortgage Rate (less the Servicing Fee) less than % per annum (the
"Interest Reserve Loans"), an amount equal to one day's interest at the
related Mortgage Rate (less the Servicing Fee) on the respective Stated
Principal Balance, as of the Due Date in the month preceding the month in
which such Distribution Date occurs, to the extent a Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any
consecutive January (if applicable) and February, "Withheld Amounts"). With
respect to each Distribution Date occurring in March, an amount is required
to be withdrawn equal to the Withheld Amounts from the preceding January (if
applicable) and February, if any, and deposited into the Certificate Account.
SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES
As and to the extent described herein, the rights of holders of
Subordinate Certificates to receive distributions of amounts collected or
advanced on the Mortgage Loans will, in the case of each Class thereof, be
subordinated to the rights of holders of the Senior Certificates and,
further, to the rights of holders of each other Class of Subordinate
Certificates, if any, with an earlier alphabetical Class designation. This
subordination is intended to enhance the likelihood of timely receipt by
holders of the respective Classes of Senior Certificates of the full amount
of Distributable Certificate Interest payable in respect of their
Certificates on each Distribution Date, and the ultimate receipt by holders
of the respective Classes of Class A Certificates of principal equal to, in
each such case, the entire Certificate Balance of such Class of Certificates.
Similarly, but to decreasing degrees, this subordination is also intended to
enhance the likelihood of timely receipt by holders of the other Classes of
Offered Certificates of the full amount of Distributable Certificate Interest
payable in respect of their Certificates on each Distribution Date, and the
ultimate receipt by holders of such other Classes of Offered Certificates of
principal equal to, in each such case, the entire Certificate Balance of such
Class of Certificates. The subordination of any Class of Subordinate
Certificates will be accomplished by, among other things, the application of
the Available Distribution Amount on each Distribution Date in the order of
priority described under "--Distributions -- Application of the Available
Distribution Amount" above. No other form of Credit Support will be available
for the benefit of holders of the Offered Certificates.
If, following the distributions to be made in respect of the Certificates
on any Distribution Date, the aggregate Stated Principal Balance of the
Mortgage Asset Pool that will be outstanding immediately following such
Distribution Date is less than the then aggregate Certificate Balance of the
Principal Balance Certificates, the respective Certificate Balances of the
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates will be reduced, sequentially in
that order, in the case of each such Class until such deficit (or the related
Certificate Balance) is reduced to zero (whichever occurs first). If any
portion of such deficit remains at such time as the Certificate Balances of
such Classes of Certificates are reduced to zero, then the respective
Certificate Balances of the Class A-1 and Class A-2 Certificates will be
reduced, pro rata in accordance with the relative sizes of the remaining
Certificate Balances of such Classes of Certificates, until such deficit (or
each such Certificate Balance) is reduced to zero. Any such deficit may be
the result of Realized Losses incurred in respect of the Mortgage Loans
and/or Additional Trust Fund Expenses. The foregoing reductions in the
Certificate Balances of the Principal Balance Certificates will be deemed to
constitute an allocation of any such Realized Losses and Additional Trust
Fund Expenses. Any such reduction will also have the effect of reducing the
Notional Amount of the Class X Certificates.
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"Realized Losses" are losses on or in respect of the Mortgage Loans
arising from the inability of the Servicer to collect all amounts due and
owing under any such Mortgage Loan, including by reason of the fraud or
bankruptcy of a borrower or a casualty of any nature at a Mortgaged Property,
to the extent not covered by insurance. The Realized Loss in respect of a
liquidated Mortgage Loan (or related REO Property or Properties) is an amount
generally equal to the excess, if any, of (a) the outstanding principal
balance of such Mortgage Loan as of the date of liquidation, together with
(i) all accrued and unpaid interest thereon at the related Mortgage Rate to
but not including the Due Date in the Collection Period in which the
liquidation occurred and (ii) all related unreimbursed Servicing Advances and
outstanding liquidation expenses, over (b) the aggregate amount of
Liquidation Proceeds, if any, recovered in connection with such liquidation.
If any portion of the debt due under a Mortgage Loan is forgiven, whether in
connection with a modification, waiver or amendment granted or agreed to by
the Servicer or in connection with the bankruptcy or similar proceeding
involving the related borrower, the amount so forgiven also will be treated
as a Realized Loss.
"Additional Trust Fund Expenses" include, among other things, (i) Special
Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect
of unreimbursed Advances, (iii) the cost of various opinions of counsel
required or permitted to be obtained in connection with the servicing of the
Mortgage Loans and the administration of the Trust Fund, (iv) certain
unanticipated, non-Mortgage Loan specific expenses of the Trust Fund,
including certain indemnities and reimbursements to the Trustee as described
under "The Pooling and Servicing Agreements -- Certain Matters Regarding the
Trustee" in the Prospectus, certain indemnities and reimbursements to the
Servicer and the Depositor (and certain indemnities and reimbursements to a
Replacement Special Servicer comparable to those for the Servicer) as
described under "The Pooling and Servicing Agreements --Certain Matters
Regarding the Master Servicer and the Depositor" in the Prospectus and
certain federal, state and local taxes, and certain tax-related expenses,
payable out of the Trust Fund as described under "Servicing of the Mortgage
Loans -- REO Properties" herein and "Certain Federal Income Tax Consequences
- -- REMICs -- Taxation of Owners of REMIC Residual Certificates -- Prohibited
Transactions Tax and Other Taxes" in the Prospectus, (v) any amounts expended
on behalf of the Trust Fund to remediate an adverse environmental condition
at any Mortgaged Property securing a defaulted Mortgage Loan (see "The
Pooling and Servicing Agreements -- Realization Upon Defaulted Mortgage
Loans" in the Prospectus), and (vi) any other expense of the Trust Fund not
specifically included in the calculation of "Realized Loss" for which there
is no corresponding collection from a borrower. Additional Trust Fund
Expenses will reduce amounts payable to Certificateholders and, consequently,
may result in a loss on the Offered Certificates.
P&I ADVANCES
With respect to each Distribution Date, unless the Servicer, in its
reasonable judgment, believes that the funds therefor would not be
recoverable from Related Proceeds and subject to the recoverability standard
described in the Prospectus, the Servicer, will be obligated to make P&I
Advances out of its own funds or, subject to the replacement thereof as
provided in the Pooling and Servicing Agreement, funds held in the
Certificate Account that are not required to be part of the Available
Distribution Amount for such Distribution Date, in an amount generally equal
to the aggregate of all Monthly Payments (other than Balloon Payments) and
any Assumed Monthly Payments (in each case net of any related Workout Fee)
that were due or deemed due, as the case may be, in respect of the Mortgage
Loans during the related Collection Period and that were not paid by or on
behalf of the related borrowers or otherwise collected as of the close of
business on the last day of the related Collection Period or other specified
date prior to such Distribution Date. The Servicer's obligations to make P&I
Advances in respect of any Mortgage Loan will continue through liquidation of
such Mortgage Loan or disposition of any REO Property acquired in respect
thereof. Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any Required Appraisal Mortgage Loan
(each as defined below), then, with respect to the Distribution Date
immediately following the date of such determination and with respect to each
subsequent Distribution Date for so long as such Appraisal Reduction Amount
exists, in the event of subsequent delinquencies thereon, the interest
portion of the P&I Advance in respect of such Mortgage Loan will be reduced
(no reduction to be made in the principal portion,
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however) to equal to the product of (i) the amount of the interest portion of
such P&I Advance that would otherwise be required to be made for such
Distribution Date without regard to this sentence, multiplied by (ii) a
fraction (expressed as a percentage), the numerator of which is equal to the
Stated Principal Balance of such Mortgage Loan, net of such Appraisal
Reduction Amount, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan. See "--Appraisal Reductions" below.
If the Servicer fails to make a required P&I Advance, the Trustee will be
required to make such P&I Advance. If the Trustee fails to make a required
P&I Advance, the Fiscal Agent will be required to make such P&I Advance. See
"The Trustee and the Fiscal Agent" below.
The Servicer, Trustee and the Fiscal Agent will each be entitled to
recover any P&I Advance made by it from Related Proceeds collected in respect
of the Mortgage Loan as to which such P&I Advance was made. Notwithstanding
the foregoing, neither the Servicer, the Trustee nor the Fiscal Agent will be
obligated to make a P&I Advance that would, if made, constitute a
Nonrecoverable Advance. The Servicer, the Trustee and the Fiscal Agent will
each be entitled to recover any P&I Advance previously made by it that is, at
any time, determined to be a Nonrecoverable Advance, out of funds received on
or in respect of other Mortgage Loans. See "Description of the Certificates
- -- Advances in Respect of Delinquencies" and "The Pooling and Servicing
Agreements -- Certificate Account" in the Prospectus.
The Servicer, the Trustee and the Fiscal Agent will each be entitled with
respect to any Advance made thereby, and any Replacement Special Servicer
will be entitled with respect to any Servicing Advance made thereby, to
interest accrued on the amount of such Advance for so long as it is
outstanding at a rate per annum (the "Reimbursement Rate") equal to the
"prime rate" as published in the "Money Rates" section of The Wall Street
Journal, as such "prime rate" may change from time to time. Such interest on
any Advance will be payable to the Servicer, any Replacement Special
Servicer, the Trustee, or the Fiscal Agent, as the case may be, out of
default interest collected in respect of the related Mortgage Loan or, in
connection with the reimbursement of such Advance, out of any amounts then on
deposit in the Certificate Account. To the extent not offset by default
interest actually collected in respect of any defaulted Mortgage Loan,
interest accrued on outstanding Advances made in respect thereof will result
in a reduction in amounts payable on the Certificates.
APPRAISAL REDUCTIONS
Upon the earliest of (i) the date on which any Mortgage Loan becomes a
Modified Mortgage Loan (as defined below), (ii) the 90th day following the
occurrence of any uncured delinquency in Monthly Payments with respect to any
Mortgage Loan, (iii) the date on which a receiver is appointed and continues
in such capacity in respect of a Mortgaged Property securing any Mortgage
Loan and (iv) the date on which a Mortgaged Property securing any Mortgage
Loan becomes an REO Property (each such Mortgage Loan, a "Required Appraisal
Loan"), the Servicer will be required, within 30 days (or such longer period
as the Servicer is diligently and in good faith proceeding to obtain such
appraisal), to obtain an appraisal of the related Mortgaged Property from an
independent MAI-designated appraiser, unless such an appraisal had previously
been obtained within the prior twelve months. The cost of such appraisal will
be advanced by the Servicer, subject to its right to be reimbursed therefor
as a Servicing Advance. As a result of any such appraisal, it may be
determined that an Appraisal Reduction Amount exists with respect to the
related Required Appraisal Loan. The "Appraisal Reduction Amount" for any
Required Appraisal Loan will be an amount, calculated as of the Determination
Date immediately succeeding the date on which the appraisal is obtained,
equal to the excess, if any, of (a) the sum of (i) the Stated Principal
Balance of such Required Appraisal Loan, (ii) to the extent not previously
advanced by or on behalf of the Servicer, the Trustee or the Fiscal Agent,
all unpaid interest on the Required Appraisal Loan through the most recent
Due Date prior to such Determination Date at a per annum rate equal to the
related Mortgage Rate, (iii) all related unreimbursed Advances made with
respect to such Required Appraisal Loan plus interest accrued on such
Advances at the Reimbursement Rate and (iv) all currently due and unpaid real
estate taxes and assessments, insurance premiums, and, if applicable, ground
rents in respect of the related Mortgaged Property, net of any escrow
reserves held by the Servicer to cover any such item, over (b) 90% of an
amount equal to (i) the appraised value of the related
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Mortgaged Property or REO Property as determined by such appraisal, net of
(ii) the amount of any liens on such property that are prior to the lien of
the Required Appraisal Loan, are not in respect of items included in clause
(a)(iv) above and were not taken into account in the calculation of such
appraised value.
With respect to each Required Appraisal Loan (unless such Mortgage Loan
has become a Corrected Mortgage Loan and has remained current for twelve
consecutive Monthly Payments, and no other Special Servicing Event has
occurred with respect thereto during the preceding twelve months), the
Servicer is required, within 30 days of each anniversary of such loan's
becoming a Required Appraisal Loan, to order an update of the prior appraisal
(the cost of which will be covered by and reimbursable as a Servicing
Advance). Based upon such appraisal, the Servicer is to redetermine and
report to the Trustee the Appraisal Reduction Amount, if any, with respect to
such Mortgage Loan.
A "Modified Mortgage Loan" is any Mortgage Loan as to which any Special
Servicing Event has occurred and which has been modified by the Servicer in a
manner that: (a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing current Monthly
Payments with respect to such Mortgage Loan); (b) except as expressly
contemplated by the related Mortgage, results in a release of the lien of the
Mortgage on any material portion of the related Mortgaged Property without a
corresponding principal prepayment in an amount not less than the fair market
value (as is) of the property to be released; or (c) in the reasonable good
faith judgment of the Servicer, otherwise materially impairs the security for
such Mortgage Loan or reduces the likelihood of timely payment of amounts due
thereon.
REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION
Trustee Reports. On each Distribution Date, the Trustee will be required
to forward by mail to each holder of an Offered Certificate as of the related
Record Date a Distribution Date Statement providing various items of
information relating to distributions made on such date with respect to the
relevant Class and the recent status of the Mortgage Asset Pool. For a
discussion of the particular items of information to be provided in each
Distribution Date Statement, as well as a discussion of certain annual
information reports to be furnished by the Trustee to persons who at any time
during the prior calendar year were holders of the Offered Certificates, see
"Description of the Certificates -- Reports to Certificateholders" in the
Prospectus.
In addition, based on information provided in monthly reports prepared by
the Servicer and delivered to the Trustee, the Trustee will prepare and/or
forward on each Distribution Date to each Offered Certificateholder, the
following statements and reports (collectively with the Distribution Date
Statements, the "Trustee Reports"), substantially in the forms set forth in
Annex B (although such forms may be subject to change over time) and
containing, among other things, substantially the information set forth
below:
(1) A report containing information regarding the Mortgage Loans as of the
close of business on the immediately preceding Determination Date, which
report shall contain certain of the categories of information regarding the
Mortgage Loans set forth in this Prospectus Supplement in the tables under
the caption "Annex A: Certain Characteristics of the Mortgage Loans"
(calculated, where applicable, on the basis of the most recent relevant
information provided by the borrowers to the Servicer and by the Servicer to
the Trustee) and such information shall be presented in a loan-by-loan and
tabular format substantially similar to the formats utilized in this
Prospectus Supplement on Annex A.
(2) A "Delinquent Loan Status Report" setting forth, among other things,
those Mortgage Loans which, as of the close of business on the immediately
preceding Determination Date, were delinquent 30-59 days, delinquent 60-89
days, delinquent 90 days or more, current but specially serviced, or in
foreclosure but not REO Property or which has become REO Property.
(3) An "Historical Loan Modification Report" setting forth, among other
things, those Mortgage Loans which, as of the close of business on the
immediately preceding Determination Date, have been modified pursuant to the
Pooling and Servicing Agreement (i) during the Collection Period ending on
such Determination Date and (ii) since the Cut-off Date, showing the original
and the revised terms thereof.
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(4) An "Historical Loss Estimate Report" setting forth, among other
things, as of the close of business on the immediately preceding
Determination Date, (i) the aggregate amount of liquidation proceeds and
liquidation expenses, both for the Collection Period ending on such
Determination Date and for all prior Collection Periods, and (ii) the amount
of Realized Losses occurring both during such Collection Period and
historically, set forth on a Mortgage Loan-by-Mortgage Loan basis.
(5) An "REO Status Report" setting forth, among other things, with respect
to each REO Property that was included in the Trust Fund as of the close of
business on the immediately preceding Determination Date, (i) the acquisition
date of such REO Property, (ii) the amount of income collected with respect
to any REO Property (net of related expenses) and other amounts, if any,
received on such REO Property during the Collection Period ending on such
Determination Date and (iii) the value of the REO Property based on the most
recent appraisal or other valuation thereof available to the Servicer as of
such date of determination (including any prepared internally by the
Servicer).
(6) A "Servicer Watch List" setting forth, among other things, certain
Mortgage Loans which have experienced a material decrease in debt service
coverage, a loss of or bankruptcy of the largest tenant (to the extent the
Servicer has actual knowledge of such loss or bankruptcy) or are approaching
maturity.
None of the above reports will include any information that the Servicer
deems to be confidential. Neither the Servicer nor the Trustee shall be
responsible for the accuracy or completeness of any information supplied to
it by a borrower or other third party that is included in any reports,
statements, materials or information prepared or provided by the Servicer or
the Trustee, as applicable. Certain information will be made available to
Certificateholders by electronic transmission as may be agreed upon between
the Depositor and the Trustee.
Prior to each Distribution Date, the Servicer will deliver to the Trustee
(by electronic means) a "Comparative Financial Status Report" containing
substantially the content set forth in Annex B setting forth, among other
things, the occupancy, revenue, net operating income and debt service
coverage ratio for each Mortgage Loan or related Mortgaged Property as of the
Determination Date immediately preceding the preparation of such report for
each of the following three periods (but only to the extent the related
borrower is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information): (i) the most
current available year-to-date; (ii) each of the previous two full fiscal
years stated separately; and (iii) the "base year" (representing the original
analysis of information used as of the Cut-Off Date).
In addition, the Servicer is also required to perform with respect to each
Mortgaged Property and REO Property:
(a) Within 30 days after receipt of a quarterly operating statement, if
any, commencing with the calendar quarter ended June 30, 1998, an "Operating
Statement Analysis" containing revenue, expense, and net operating income
information substantially in accordance with Annex B (but only to the extent
the related borrower is required by the Mortgage to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such
Mortgaged Property or REO Property as of the end of such calendar quarter.
The Servicer will deliver to the Trustee by electronic means the Operating
Statement Analysis upon request, and
(b) Within 30 days after receipt by the Servicer of an annual operating
statement, an NOI adjustment analysis containing substantially the content
set forth in Annex B, the "NOI Adjustment Worksheet," (but only to the extent
the related borrower is required by the Mortgage to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) presenting
the computation made in accordance with the methodology described in the
Pooling and Servicing Agreement to "normalize" the full year net operating
income and debt service coverage numbers used by the Servicer in its
reporting obligation in (1) above. The Servicer will deliver to the Trustee
by electronic means the "NOI Adjustment Worksheet" upon request.
Certificate Owners who have certified to the Trustee as to their
beneficial ownership of any Offered Certificate may also obtain copies of any
of the Trustee Reports described above upon request. Otherwise, until such
time as Definitive Certificates are issued in respect of the Offered
Certificates, the foregoing information will be available to the related
Certificate Owners only to the extent that it is forwarded by or otherwise
available through DTC and its Participants. Conveyance of notices and other
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communications by DTC to Participants, and by Participants to Certificate
Owners, will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time. The
Servicer, the Trustee, the Depositor and the Certificate Registrar are
required to recognize as Certificateholders only those persons in whose names
the Certificates are registered on the books and records of the Certificate
Registrar.
Other Information. The Trustee will make available at its offices
primarily responsible for administration of the Trust Fund, during normal
business hours, for review by any holder or Certificate Owner of an Offered
Certificate, originals or copies of, among other things, the following items:
(a) the Pooling and Servicing Agreement and any amendments thereto, (b) all
Trustee Reports delivered to holders of the relevant Class of Offered
Certificates since the Delivery Date, (c) all officer's certificates and
accountants' reports delivered to the Trustee since the Delivery Date as
described under "The Pooling and Servicing Agreements -- Evidence as to
Compliance" in the Prospectus, (d) the most recent property inspection report
prepared by or on behalf of the Servicer and delivered to the Trustee in
respect of each Mortgaged Property, (e) the most recent annual operating
statements, if any, collected by or on behalf of the Servicer and delivered
to the Trustee in respect of each Mortgaged Property, and (f) the Mortgage
Note, Mortgage and other legal documents relating to each Mortgage Loan,
including any and all modifications, waivers and amendments of the terms of a
Mortgage Loan entered into by the Servicer and delivered to the Trustee.
Copies of any and all of the foregoing items will be available from the
Trustee upon reasonable written request; provided that the Trustee will be
permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing such copies; and provided, further, that the
Trustee may require (x) in the case of a Certificate Owner, a written
confirmation executed by the requesting person or entity, in a form
reasonably acceptable to the Trustee, generally to the effect that such
person or entity is a beneficial owner of Offered Certificates, is requesting
the information solely for use in evaluating such person's or entity's
investment in such Certificates and will otherwise keep such information
confidential and (y) in the case of a prospective purchaser, confirmation
executed by the requesting person or entity, in a form reasonably acceptable
to the Trustee, generally to the effect that such person or entity is a
prospective purchaser of Offered Certificates or an interest therein, is
requesting the information solely for use in evaluating a possible investment
in such Certificates and will otherwise keep such information confidential.
Certificateholders, by the acceptance of their Certificates, will be deemed
to have agreed to keep such information confidential. The Servicer may, but
is not required, make certain information available over the Internet.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, 98%
of the voting rights for the Certificates (the "Voting Rights") shall be
allocated among the holders of the respective Classes of Principal Balance
Certificates in proportion to the Certificate Balances of their Certificates,
1% of the Voting Rights shall be allocated among the holders of the Class X
Certificates, and the remaining Voting Rights shall be allocated equally
among the holders of the respective Classes of REMIC Residual Certificates.
Voting Rights allocated to a Class of Certificateholders shall be allocated
among such Certificateholders in proportion to the Percentage Interests in
such Class evidenced by their respective Certificates. Appraisal Reduction
Amounts will be allocated in reduction of the respective Certificate Balances
of the Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class
F, Class E, Class D, Class C, Class B and Class A Certificates, in that
order, solely for purposes of calculating Voting Rights.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement will
terminate following the earliest of (i) the final payment (or Advance in
respect thereof) or other liquidation of the last Mortgage Loan or REO
Property subject thereto, and (ii) subject to the requirement that the then
aggregate Stated Principal Balance of the Mortgage Asset Pool be less than 1%
of the Initial Pool Balance, the purchase of all of the assets of the Trust
Fund by the Servicer or the Depositor. Written notice of termination of the
Pooling and Servicing Agreement will be given to each Certificateholder, and
the final distribution will be made only upon surrender and cancellation of
the Certificates at the office of the Certificate Registrar or other location
specified in such notice of termination.
S-72
<PAGE>
Any such purchase by the Servicer or the Depositor of all the Mortgage
Loans and other assets in the Trust Fund is required to be made at a price
equal to (a) the sum of (i) the aggregate Purchase Price of all the Mortgage
Loans (exclusive of Mortgage Loans as to which the related Mortgaged
Properties have become REO Properties) then included in the Trust Fund and
(ii) the aggregate fair market value of all REO Properties then included in
the Trust Fund (which fair market value for any REO Property may be less than
the Purchase Price for the corresponding Mortgage Loan), as determined by an
appraiser mutually agreed upon by the Servicer and the Trustee, reduced by
(b) if such purchase is by the Servicer, the aggregate of amounts payable or
reimbursable to the Servicer under the Pooling and Servicing Agreement.
On the final Distribution Date, the aggregate amount paid by the Servicer
or the Depositor, as the case may be, for the Mortgage Loans and other assets
in the Trust Fund (if the Trust Fund is to be terminated as a result of the
purchase described in the preceding paragraph), together with all other
amounts on deposit in the Certificate Account and not otherwise payable to a
person other than the Certificateholders (see "The Pooling and Servicing
Agreements -- Certificate Account" in the Prospectus), will be applied as
described above under "--Distributions -- Application of the Available
Distribution Amount."
THE TRUSTEE AND THE FISCAL AGENT
The Trustee. LaSalle National Bank ("LaSalle") will act as Trustee.
LaSalle is a subsidiary of LaSalle National Corporation, which is a
subsidiary of the Fiscal Agent. The Trustee is at all times required to be,
and will be required to resign if it fails to be, (i) an institution insured
by the FDIC, (ii) a corporation, trust company, national bank or national
banking association, organized and doing business under the laws of the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by federal or
state authority and (iii) an institution whose long-term senior unsecured
debt (or that of its fiscal agent, if applicable) is rated not less than
"Aa2" by Moody's and "AA" by Fitch IBCA (or such lower ratings as the Rating
Agencies would permit without an adverse effect on any of the then-current
ratings of the Certificates). The corporate trust office of the Trustee
responsible for administration of the Trust Fund (the "Corporate Trust
Office") is located at 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60674-407, Attention: Asset-Backed Securities Trust Services Group
- -- GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 1998-C1. The Trustee will make (x) certain information
contained in the Monthly Distribution Statement available through its ASAP
System to Certificateholders dialing telephone number (312) 904-2200 and
requesting statement No. 325 and (y) certain information regarding the
Monthly Loans available in electronic format through its dial-up bulletin
board service, to Certificateholders dialing telephone number (714) 282-3990.
Additionally, certain information regarding the Mortgage Loans will be made
available at the website maintained by LaSalle at www.lnbabs.com.
The Servicer will be responsible for payment of the compensation of the
Trustee.
The Fiscal Agent. ABN AMRO Bank N.V., a Netherlands banking corporation
and the indirect corporate parent of the Trustee, will act as fiscal agent
(the "Fiscal Agent") for the Trust Fund and will be obligated to make any
Advance required to be made, and not made, by the Servicer and the Trustee
under the Pooling and Servicing Agreement, provided that the Fiscal Agent
will not be obligated to make any Advance that it deems to be a
Nonrecoverable Advance. The Fiscal Agent will be entitled (but not obligated)
to rely conclusively on any determination by the Servicer or the Trustee that
an Advance, if made, would be a Nonrecoverable Advance. The Fiscal Agent will
be entitled to reimbursement for each Advance made by it plus interest
thereon at the Advance Rate in the same manner and to the same extent as the
Servicer and the Trustee. See "--P&I Advances" and "Servicing of the Mortgage
Loans -- Servicing and Other Compensation and Payment of Expenses." The
Fiscal Agent will be entitled to various rights, protections and indemnities
similar to those afforded the Trustee. The Trustee will be responsible for
payment of the compensation of the Fiscal Agent. As of December 31, 1997, the
Fiscal Agent had consolidated assets of approximately $414 billion. In the
event that LaSalle shall, for any reason, cease to act as Trustee under the
Pooling Agreement, ABN AMRO Bank N.V. likewise shall no longer serve in the
capacity of Fiscal Agent thereunder.
S-73
<PAGE>
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on: (i) the
Pass-Through Rate in effect from time to time for such Certificate; (ii) the
price paid for such Certificate and the rate and timing of payments of
principal on such Certificate; and (iii) the aggregate amount of
distributions on such Certificate.
Pass-Through Rate. The Pass-Through Rate for the Class X Certificates for
any Distribution Date will be variable and will be based on the Weighted
Average Net Mortgage Rate for such Distribution Date. The Pass-Through Rates
applicable to the Class B, Class C and Class D Certificates for any
Distribution Date will be equal to the lesser of the specified rates shown on
the cover hereof and the Weighted Average Net Mortgage Rate with respect to
such Distribution Date. The Pass-Through Rates applicable to the Class E and
Class F Certificates for any Distribution Date will be equal to the Weighted
Average Net Mortgage Rate with respect to such Distribution Date.
Accordingly, the yield on each Class of Offered Certificates (other than the
Class A-1 and Class A-2 Certificates) will be sensitive to changes in the
relative composition of the Mortgage Loans as a result of scheduled
amortization, voluntary prepayments, liquidations of Mortgage Loans following
default and repurchases of Mortgage Loans. Losses or payments of principal on
the Mortgage Loans with higher Mortgage Rates could result in a reduction in
the Weighted Average Net Mortgage Rate, thereby reducing the Pass-Through
Rates for the Class X, Class E and Class F Certificates and, to the extent
that the Weighted Average Net Mortgage Rate is reduced below the specified
fixed rates set forth on the cover hereof for the Class B, Class C and Class
D Certificates, reducing the Pass-Through Rates on such Classes of Offered
Certificates.
See "Description of the Certificates -- Pass-Through Rates" and
"Description of the Mortgage Asset Pool" herein and "--Yield Considerations
- -- Rate and Timing of Principal Payments" and "--Yield Sensitivity of the
Class X Certificates" below.
Rate and Timing of Principal Payments. The yield to holders of the Class X
Certificates and any other Offered Certificates that are purchased at a
discount or premium will be affected by the rate and timing of principal
payments on the Mortgage Loans (including principal prepayments on the
Mortgage Loans resulting from both voluntary prepayments by the mortgagors
and involuntary liquidations). The rate and timing of principal payments on
the Mortgage Loans will in turn be affected by, among other things, the
amortization schedules thereof, the dates on which Balloon Payments are due
and the rate and timing of principal prepayments and other unscheduled
collections thereon (including for this purpose, collections made in
connection with liquidations of Mortgage Loans due to defaults, casualties or
condemnations affecting the Mortgaged Properties, or purchases of Mortgage
Loans out of the Trust Fund). Prepayments and, assuming the respective stated
maturity dates thereof have not occurred, liquidations and purchases of the
Mortgage Loans, will result in distributions on the Principal Balance
Certificates of amounts that otherwise would have been distributed (and
reductions in the Notional Amount of the Class X Certificates that would
otherwise have occurred) over the remaining terms of the Mortgage Loans.
Defaults on the Mortgage Loans, particularly at or near their stated maturity
dates, may result in significant delays in payments of principal on the
Mortgage Loans (and, accordingly, on the Principal Balance Certificates)
while work-outs are negotiated or foreclosures are completed. See "Servicing
of the Mortgage Loans -- Modifications, Waivers, Amendments and Consents"
herein and "The Pooling and Servicing Agreements -- Realization Upon
Defaulted Mortgage Loans" and "Certain Legal Aspects of Mortgage Loans --
Foreclosure" in the Prospectus. Because the rate of principal payments on the
Mortgage Loans will depend on future events and a variety of factors (as
described below), no assurance can be given as to such rate or the rate of
principal prepayments in particular. The Depositor is not aware of any
relevant publicly available or authoritative statistics with respect to the
historical prepayment experience of a large group of mortgage loans
comparable to the Mortgage Loans.
The extent to which the yield to maturity of an Offered Certificate may
vary from the anticipated yield will depend upon the degree to which such
Certificate is purchased at a discount or premium and when, and to what
degree, payments of principal on the Mortgage Loans are in turn distributed
on or otherwise result in the reduction of the principal balance or notional
amount, as the case may be, of such
S-74
<PAGE>
Certificate. An investor should consider, in the case of any Offered
Certificate purchased at a discount, the risk that a slower than anticipated
rate of principal payments on such Certificate could result in an actual
yield to such investor that is lower than the anticipated yield and, in the
case of any Offered Certificate purchased at a premium, the risk that a
faster than anticipated rate of principal payments on such Certificate could
result in an actual yield to such investor that is lower than the anticipated
yield. In general, the earlier a payment of principal is made on an Offered
Certificate purchased at a discount or premium, the greater will be the
effect on an investor's yield to maturity. As a result, the effect on an
investor's yield of principal payments on such investor's Offered
Certificates occurring at a rate higher (or lower) than the rate anticipated
by the investor during any particular period would not be fully offset by a
subsequent like reduction (or increase) in the rate of principal payments.
The yield to maturity of the Class X Certificates will be highly sensitive to
the rate and timing of principal payments (including by reason of
prepayments, defaults and liquidations) on or in respect of, the Mortgage
Loans. Investors in the Class X Certificates should fully consider the
associated risks, including the risk that an extremely rapid rate of
amortization and prepayment of the Mortgage Loans could result in the failure
of such investors to fully recoup their initial investments.
Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which such holders are required to bear the
effects of any losses or shortfalls on the Mortgage Loans. Losses and other
shortfalls on the Mortgage Loans will generally be borne: first, by the
holders of the respective Classes of Subordinate Certificates, in reverse
alphabetical order of Class designation, to the extent of amounts (or, in the
case of a Net Aggregate Prepayment Interest Shortfall, just interest)
otherwise distributable in respect of their Certificates; and then, by the
holders of the Senior Certificates.
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the Mortgage Loans may be affected by
a number of factors, including, without limitation, prevailing interest
rates, the terms of the Mortgage Loans (for example, Prepayment Premiums,
prepayment lock-out periods and amortization terms that require Balloon
Payments), the demographics and relative economic vitality of the areas in
which the Mortgaged Properties are located and the general supply and demand
for comparable residential and/or commercial space in such areas, the quality
of management of the Mortgaged Properties, the servicing of the Mortgage
Loans, possible changes in tax laws and other opportunities for investment.
See "Risk Factors" and "Description of the Mortgage Asset Pool" herein and
"Risk Factors" and "Yield and Maturity Considerations -- Yield and Prepayment
Considerations" in the Prospectus.
The rate of prepayment on the Mortgage Asset Pool is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. When the prevailing market interest rate is below a
mortgage coupon, a borrower may have an increased incentive to refinance its
mortgage loan. If a Mortgage Loan is not in a lock-out period, the Prepayment
Premium, if any, in respect of such Mortgage Loan may not be sufficient
economic disincentive to prevent the related borrower from voluntarily
prepaying the loan as part of a refinancing thereof. See "Description of the
Mortgage Asset Pool -- Certain Terms and Conditions of the Mortgage Loans"
herein.
Delay in Payment of Distributions. Because monthly distributions will not
be made to Certificateholders until a date that is scheduled to be at least
15 days following the end of related Interest Accrual Period, the effective
yield to the holders of the Offered Certificates will be lower than the yield
that would otherwise be produced by the applicable Pass-Through Rates and
purchase prices (assuming such prices did not account for such delay).
Unpaid Distributable Certificates Interest. As described under
"Description of the Certificates -- Distributions -- Application of the
Available Distribution Amount" herein, if the portion of the Available
Distribution Amount distributable in respect of interest on any Class of
Offered Certificates on any Distribution Date is less than the Distributable
Certificate Interest then payable for such Class, the shortfall will be
distributable to holders of such Class of Certificates on subsequent
Distribution Dates, to the extent of available funds. Any such shortfall will
not bear interest, however, and will therefore negatively affect the yield to
maturity of such Class of Certificates for so long as it is outstanding.
S-75
<PAGE>
WEIGHTED AVERAGE LIFE
The weighted average life of a Principal Balance Certificate refers to the
average amount of time that will elapse from the date of its issuance until
each dollar allocable to principal of such Certificate is distributed to the
investor. For purposes of this Prospectus Supplement, the weighted average
life of a Principal Balance Certificate is determined by (i) multiplying the
amount of each principal distribution thereon by the number of years from the
Delivery Date to the related Distribution Date, (ii) summing the results and
(iii) dividing the sum by the aggregate amount of the reductions in the
principal balance of such Certificate. Accordingly, the weighted average life
of any such Certificate will be influenced by, among other things, the rate
at which principal of the Mortgage Loans is paid or otherwise collected or
advanced and the extent to which such payments, collections and/or advances
of principal are in turn applied in reduction of the Certificate Balance of
the Class of Certificates to which such Certificate belongs.
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this Prospectus Supplement is the Constant
Prepayment Rate ("CPR") model. The CPR Model assumes that an outstanding
principal balance experiences prepayments each month at a specified constant
annual rate. As used in each of the following sets of tables with respect to
any particular Class, the column headed "0%" assumes that none of the
Mortgage Loans is prepaid before maturity or, where applicable, extended
maturity. The columns headed "5%," "10%," "15%," "20%," and "25%" assume with
respect to any particular Class, that no prepayments are made on any Mortgage
Loan during such Mortgage Loan's prepayment lock-out or defeasance period, if
any, or during such Mortgage Loan's yield maintenance period, if any, and are
otherwise made on each of the Mortgage Loans at the indicated CPR
percentages. There is no assurance, however, that prepayments of the Mortgage
Loans (whether or not in a prepayment lock-out period or a yield maintenance
period) will conform to any particular CPR percentages, and no representation
is made that the Mortgage Loans will prepay in accordance with the
assumptions at any of the CPR percentages shown or at any other particular
prepayment rate, that all the Mortgage Loans will prepay in accordance with
the assumptions at the same rate or that Mortgage Loans that are in a
prepayment lock-out period or a yield maintenance period will not prepay as a
result of involuntary liquidations upon default or otherwise. A "prepayment
lock-out period" is any period during which the terms of the Mortgage Loan
prohibit voluntary prepayments on the part of the borrower. A "yield
maintenance period" is any period during which the terms of the Mortgage Loan
provide that voluntary prepayments be accompanied by a Prepayment Premium
calculated on the basis of a yield maintenance formula.
The following tables indicate the percentage of the initial Certificate
Balance of each Class of Offered Certificates (other than the Class X
Certificates) that would be outstanding after each of the dates shown at the
indicated CPR percentages and the corresponding weighted average life of each
such Class of Certificates. The tables have been prepared on the basis of the
information set forth on Annex A and the following assumptions (collectively,
the "Maturity Assumptions"): (i) the initial Certificate Balances and
Notional Amount, as the case may be, and assuming that the Pass-Through Rate
for each Class of Certificates (subject to the Weighted Average Net Mortgage
Rate limitation where applicable) is as follows: Class A-1, 6.240%; Class
A-2, 6.537%; Class B, 6.555%; Class C, 6.653%; Class D, 6.781%; Class E
through Class J, the Weighted Average Net Mortgage Rate and Class K through
Class N, 6.240%, (ii) the scheduled Monthly Payments for each Mortgage Loan
are based on such Mortgage Loan's Cut-off Date Balance, stated monthly
principal and interest payments (as such may be increased in the case of the
one Mortgage Loan as described in Annex A) and the Mortgage Rate in effect as
of the Cut-off Date, (iii) all scheduled Monthly Payments are assumed to be
timely received on the first day of each month, (iv) there are no
delinquencies or losses in respect of the Mortgage Loans, there are no
extensions of maturity in respect of the Mortgage Loans, there are no
Appraisal Reduction Amounts with respect to the Mortgage Loans and there are
no casualties or condemnations affecting the Mortgaged Properties, (v)
prepayments are made on each of the Mortgage Loans at the indicated CPR
percentages set forth in the table (without regard to any limitations in such
Mortgage Loans on partial voluntary principal prepayments) (except to the
extent modified below by the assumption numbered (xii)) and that the ARD
Loans mature on the Anticipated Repayment Date, (vi) all Mortgage Loans
accrue interest
S-76
<PAGE>
under the applicable Accrual Method as specified in Annex A, (vii) neither
the Servicer nor the Depositor exercises its right of optional termination
described herein, (viii) no Mortgage Loan is required to be repurchased by a
Mortgage Loan Seller, (ix) no Prepayment Interest Shortfalls are incurred and
no Prepayment Premiums are collected, (x) there are no Additional Trust Fund
Expenses, (xi) distributions on the Certificates are made on the 15th day of
each month, commencing in June 1998, (xii) when specifically indicated in a
particular table, no prepayments are received as to any Mortgage Loan during
such Mortgage Loan's prepayment lock-out period or defeasance period ("LOP"),
if any, or yield maintenance period ("YMP"), if any, (xiii) the prepayment
provisions for each Mortgage Loan as set forth on Annex A are assumed to
begin on the first due date of such Mortgage Loan, (xiv) the Delivery Date is
May 18, 1998, (xv) for Loan GMAC 3560, it is assumed that when the prepayment
penalty is equal to the lesser of yield maintenance or a fixed percentage,
the penalty will be calculated as a fixed percentage, (xvi) for Loans GMAC
1040, GMAC 1070, GMAC 1320, GMAC 2420, GMAC 2560, GMAC 3320 and GMAC 3360, no
partial prepayment due to an earnout occurs, and (xvii) the extension options
for Loans GMAC 2240, GMAC 2540, GMAC 3070 and GMAC 3260 are not exercised. To
the extent that the Mortgage Loans have characteristics or experience
performance that differs from those assumed in preparing the tables set forth
below, the Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class
F Certificates may mature earlier or later than indicated by the tables. It
is highly unlikely that the Mortgage Loans will prepay or perform in
accordance with the Maturity Assumptions at any constant rate until maturity
or that all the Mortgage Loans will prepay in accordance with the Maturity
Assumptions or at the same rate. In particular, certain of the Mortgage Loans
may not permit voluntary partial prepayments. In addition, variations in the
actual prepayment experience and the balance of the specific Mortgage Loans
that prepay may increase or decrease the percentages of initial Certificate
Balances (and weighted average lives) shown in the following tables. Such
variations may occur even if the average prepayment experience of the
Mortgage Loans were to equal any of the specified CPR percentages. In
addition, there can be no assurance that the actual pre-tax yields on, or any
other payment characteristics of, any Class of Offered Certificates will
correspond to any of the information shown in the yield tables herein, or
that the aggregate purchase prices of the Offered Certificates will be as
assumed. Accordingly, investors must make their own decisions as to the
appropriate assumptions (including prepayment assumptions) to be used in
deciding whether to purchase the Offered Certificates.
Investors are urged to conduct their own analyses of the rates at which
the Mortgage Loans may be expected to prepay.
Based on the Maturity Assumptions, the following tables indicate the
resulting weighted average lives of the Class A-1, Class A-2, Class B, Class
C, Class D, Class E and Class F Certificates and set forth the percentage of
the initial Certificate Balance of each such Class of Certificates that would
be outstanding after each of the dates shown under the applicable assumptions
at the indicated CPR percentages.
S-77
<PAGE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999..... 93 93 93 93 93 93
May 15, 2000..... 86 86 86 86 86 86
May 15, 2001..... 78 78 78 78 78 77
May 15, 2002..... 70 69 69 69 68 68
May 15, 2003..... 59 58 58 58 58 57
May 15, 2004..... 49 48 48 48 47 47
May 15, 2005..... 31 30 30 29 29 29
May 15, 2006..... 21 20 19 19 18 18
May 15, 2007..... 10 8 8 7 6 6
May 15, 2008..... 0 0 0 0 0 0
Weighted Average
Life (in years) 5.5 5.5 5.4 5.4 5.4 5.4
</TABLE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999 ... 100 100 100 100 100 100
May 15, 2000 ... 100 100 100 100 100 100
May 15, 2001 ... 100 100 100 100 100 100
May 15, 2002 ... 100 100 100 100 100 100
May 15, 2003 ... 100 100 100 100 100 100
May 15, 2004 ... 100 100 100 100 100 100
May 15, 2005 ... 100 100 100 100 100 100
May 15, 2006..... 100 100 100 100 100 100
May 15, 2007..... 100 100 100 100 100 100
May 15, 2008..... 0 0 0 0 0 0
Weighted Average
Life (in years) 9.7 9.7 9.7 9.7 9.7 9.7
</TABLE>
S-78
<PAGE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999 ... 100 100 100 100 100 100
May 15, 2000 ... 100 100 100 100 100 100
May 15, 2001 ... 100 100 100 100 100 100
May 15, 2002 ... 100 100 100 100 100 100
May 15, 2003 ... 100 100 100 100 100 100
May 15, 2004 ... 100 100 100 100 100 100
May 15, 2005 ... 100 100 100 100 100 100
May 15, 2006..... 100 100 100 100 100 100
May 15, 2007..... 100 100 100 100 100 100
May 15, 2008..... 0 0 0 0 0 0
Weighted Average
Life (in years) 9.9 9.9 9.8 9.8 9.8 9.8
</TABLE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999 ... 100 100 100 100 100 100
May 15, 2000 ... 100 100 100 100 100 100
May 15, 2001 ... 100 100 100 100 100 100
May 15, 2002 ... 100 100 100 100 100 100
May 15, 2003 ... 100 100 100 100 100 100
May 15, 2004 ... 100 100 100 100 100 100
May 15, 2005 ... 100 100 100 100 100 100
May 15, 2006..... 100 100 100 100 100 100
May 15, 2007..... 100 100 100 100 100 100
May 15, 2008..... 0 0 0 0 0 0
Weighted Average
Life (in years) 9.9 9.9 9.9 9.9 9.9 9.9
</TABLE>
S-79
<PAGE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999 ... 100 100 100 100 100 100
May 15, 2000 ... 100 100 100 100 100 100
May 15, 2001 ... 100 100 100 100 100 100
May 15, 2002 ... 100 100 100 100 100 100
May 15, 2003 ... 100 100 100 100 100 100
May 15, 2004 ... 100 100 100 100 100 100
May 15, 2005 ... 100 100 100 100 100 100
May 15, 2006..... 100 100 100 100 100 100
May 15, 2007..... 100 100 100 100 100 100
May 15, 2008..... 26 23 21 19 17 16
May 15, 2009..... 0 0 0 0 0 0
Weighted Average
Life (in years) 10.0 10.0 10.0 9.9 9.9 9.9
</TABLE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999 ... 100 100 100 100 100 100
May 15, 2000 ... 100 100 100 100 100 100
May 15, 2001 ... 100 100 100 100 100 100
May 15, 2002 ... 100 100 100 100 100 100
May 15, 2003 ... 100 100 100 100 100 100
May 15, 2004 ... 100 100 100 100 100 100
May 15, 2005 ... 100 100 100 100 100 100
May 15, 2006 ... 100 100 100 100 100 100
May 15, 2007 ... 100 100 100 100 100 100
May 15, 2008 ... 100 100 100 100 100 100
May 15, 2009 ... 38 35 33 32 31 31
May 15, 2010 ... 18 16 14 13 13 12
May 15, 2011 ... 0 0 0 0 0 0
Weighted Average
Life (in years) 11.1 11.0 11.0 10.9 10.9 10.9
</TABLE>
S-80
<PAGE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES
OUTSTANDING AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH
LOP AND YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------
DATE 0% 5% 10% 15% 20% 25%
- ---------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Initial ......... 100% 100% 100% 100% 100% 100%
May 15, 1999 ... 100 100 100 100 100 100
May 15, 2000 ... 100 100 100 100 100 100
May 15, 2001 ... 100 100 100 100 100 100
May 15, 2002 ... 100 100 100 100 100 100
May 15, 2003 ... 100 100 100 100 100 100
May 15, 2004 ... 100 100 100 100 100 100
May 15, 2005 ... 100 100 100 100 100 100
May 15, 2006 ... 100 100 100 100 100 100
May 15, 2007 ... 100 100 100 100 100 100
May 15, 2008 ... 100 100 100 100 100 100
May 15, 2009 ... 100 100 100 100 100 100
May 15, 2010 ... 100 100 100 100 100 100
May 15, 2011 ... 93 93 92 92 91 91
May 15, 2012..... 65 62 60 57 55 52
May 15, 2013..... 0 0 0 0 0 0
Weighted Average
Life (in years) 14.2 14.1 14.1 14.1 14.0 14.0
</TABLE>
CERTAIN PRICE/YIELD TABLES
The tables set forth below show the corporate bond equivalent ("CBE")
yield and weighted average life in years with respect to each Class of
Offered Certificates (other than the Class X Certificates) under the Maturity
Assumptions.
The yields set forth in the following tables were calculated by
determining the monthly discount rates which, when applied to the assumed
stream of cash flows to be paid on each Class of Offered Certificates (other
than the Class X Certificates), would cause the discounted present value of
such assumed stream of cash flows as of May 18, 1998 to equal the assumed
purchase prices, plus accrued interest at the applicable Pass-Through Rate as
stated on the cover hereof from and including the Cut-off Date to but
excluding the Delivery Date, and converting such monthly rates to semi-annual
corporate bond equivalent rates. Such calculation does not take into account
variations that may occur in the interest rates at which investors may be
able to reinvest funds received by them as reductions of the Certificate
Balances of such Classes of Offered Certificates and consequently does not
purport to reflect the return on any investment in such Classes of Offered
Certificates when such reinvestment rates are considered. Purchase prices are
expressed in 32nds and interpreted as a percentage of the initial Certificate
Balance of the specified Class (i.e., 99-16 means 99 16/32%) and are
exclusive of accrued interest.
S-81
<PAGE>
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS A-1 CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
99-16 ...................... 6.381% 6.381% 6.381% 6.382% 6.382% 6.382%
99-24 ...................... 6.323 6.323 6.323 6.323 6.323 6.323
100-00 ...................... 6.266 6.266 6.266 6.265 6.265 6.265
100-08 ...................... 6.209 6.209 6.208 6.208 6.207 6.207
100-16 ...................... 6.153 6.152 6.151 6.150 6.150 6.149
100-24 ...................... 6.096 6.095 6.094 6.093 6.092 6.091
101-00 ...................... 6.040 6.038 6.037 6.036 6.035 6.034
101-08 ...................... 5.984 5.982 5.980 5.979 5.978 5.977
101-16 ...................... 5.928 5.926 5.924 5.922 5.921 5.920
</TABLE>
- ------------
* Exclusive of accrued interest.
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS A-2 CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
100-16 ...................... 6.519% 6.519% 6.519% 6.519% 6.519% 6.519%
100-24 ...................... 6.484 6.484 6.484 6.484 6.484 6.483
101-00 ...................... 6.448 6.448 6.448 6.448 6.448 6.448
101-08 ...................... 6.413 6.413 6.413 6.413 6.413 6.413
101-16 ...................... 6.378 6.378 6.378 6.378 6.378 6.378
101-24 ...................... 6.343 6.343 6.343 6.343 6.343 6.343
102-00 ...................... 6.308 6.308 6.308 6.308 6.308 6.308
102-08 ...................... 6.274 6.273 6.273 6.273 6.273 6.273
102-16 ...................... 6.239 6.239 6.239 6.238 6.238 6.238
</TABLE>
- ------------
* Exclusive of accrued interest.
S-82
<PAGE>
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS B CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
100-16 ...................... 6.539% 6.539% 6.538% 6.538% 6.538% 6.538%
100-24 ...................... 6.504 6.503 6.503 6.503 6.503 6.503
101-00 ...................... 6.469 6.469 6.468 6.468 6.468 6.468
101-08 ...................... 6.434 6.434 6.433 6.433 6.433 6.433
101-16 ...................... 6.399 6.399 6.399 6.399 6.398 6.398
101-24 ...................... 6.365 6.364 6.364 6.364 6.364 6.364
102-00 ...................... 6.330 6.330 6.330 6.329 6.329 6.329
102-08 ...................... 6.296 6.295 6.295 6.295 6.295 6.295
102-16 ...................... 6.261 6.261 6.261 6.260 6.260 6.260
</TABLE>
- ------------
* Exclusive of accrued interest.
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS C CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
100-16 ...................... 6.639% 6.639% 6.639% 6.639% 6.639% 6.639%
100-24 ...................... 6.604 6.604 6.604 6.604 6.604 6.604
101-00 ...................... 6.569 6.569 6.569 6.569 6.569 6.569
101-08....................... 6.534 6.534 6.534 6.534 6.534 6.534
101-16....................... 6.499 6.499 6.499 6.499 6.499 6.499
101-24....................... 6.464 6.464 6.464 6.464 6.464 6.464
102-00....................... 6.430 6.430 6.430 6.430 6.430 6.430
102-08....................... 6.395 6.395 6.395 6.395 6.395 6.395
102-16....................... 6.361 6.361 6.361 6.361 6.361 6.361
</TABLE>
- ------------
* Exclusive of accrued interest.
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS D CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
100-16 ...................... 6.769% 6.769% 6.769% 6.769% 6.769% 6.769%
100-24....................... 6.734 6.734 6.734 6.734 6.734 6.734
101-00....................... 6.699 6.699 6.699 6.699 6.699 6.699
101-08....................... 6.664 6.664 6.664 6.664 6.664 6.664
101-16....................... 6.629 6.629 6.629 6.629 6.629 6.629
101-24....................... 6.595 6.594 6.594 6.594 6.594 6.594
102-00....................... 6.560 6.560 6.560 6.560 6.560 6.559
102-08....................... 6.525 6.525 6.525 6.525 6.525 6.525
102-16....................... 6.491 6.491 6.491 6.491 6.491 6.490
</TABLE>
- ------------
* Exclusive of accrued interest.
S-83
<PAGE>
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS E CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
99-00 ....................... 7.328% 7.328% 7.328% 7.328% 7.328% 7.328%
99-08........................ 7.294 7.294 7.293 7.293 7.293 7.293
99-16........................ 7.260 7.260 7.259 7.259 7.259 7.259
99-24........................ 7.226 7.226 7.225 7.225 7.225 7.225
100-00....................... 7.192 7.192 7.192 7.191 7.191 7.191
100-08....................... 7.159 7.158 7.158 7.158 7.157 7.157
100-16....................... 7.125 7.125 7.124 7.124 7.124 7.123
100-24....................... 7.092 7.091 7.091 7.090 7.090 7.090
101-00....................... 7.059 7.058 7.057 7.057 7.056 7.056
</TABLE>
- ------------
* Exclusive of accrued interest.
PRE-TAX YIELD TO MATURITY (CBE)
FOR THE CLASS F CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
--------------------------------------------------------
ASSUMED PURCHASE
PRICE*(32NDS) 0% 5% 10% 15% 20% 25%
- ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
95-19........................ 7.715% 7.716% 7.716% 7.716% 7.717% 7.718%
95-27........................ 7.685 7.685 7.685 7.686 7.686 7.687
96-03........................ 7.654 7.654 7.655 7.655 7.655 7.656
96-11........................ 7.624 7.624 7.624 7.624 7.625 7.625
96-19........................ 7.594 7.594 7.594 7.594 7.594 7.595
96-27........................ 7.563 7.563 7.564 7.564 7.564 7.564
97-03........................ 7.533 7.533 7.533 7.534 7.534 7.534
97-11........................ 7.503 7.503 7.503 7.503 7.504 7.504
97-19........................ 7.474 7.473 7.473 7.473 7.474 7.474
</TABLE>
- ------------
* Exclusive of accrued interest.
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to maturity of the Class X Certificates will be especially
sensitive to the prepayment, repurchase and default experience on the
Mortgage Loans, which prepayment, repurchase and default experience may
fluctuate significantly from time to time. A rapid rate of principal payments
will have a material negative effect on the yield to maturity of the Class X
Certificates. There can be no assurance that the Mortgage Loans will prepay
at any particular rate. In addition, the Pass-Through Rate for any Class X
Component relating to a Class of Principal Balance Certificates having a
Pass-Through Rate equal to the Weighted Average Net Mortgage Rate will be
zero. Prospective investors in the Class X Certificates should fully consider
the associated risks, including the risk that such investors may not fully
recover their initial investment.
The following tables indicate the sensitivity of the pre-tax yield to
maturity on the Class X Certificates to various CPR percentages on the
Mortgage Loans by projecting the monthly aggregate payments of interest on
the Class X Certificates and computing the corresponding pre-tax yields to
maturity on a corporate bond equivalent basis, based on the Maturity
Assumptions. It was further assumed that the aggregate purchase price of the
Class X Certificates are as specified below, in each case expressed in 32nds
and interpreted as a percentage (i.e., 7-08 is 7 8/32%) of the initial
Notional Amount (without
S-84
<PAGE>
accrued interest). Any differences between such assumptions and the actual
characteristics and performance of the Mortgage Loans and of the Class X
Certificates may result in yields being different from those shown in such
table. Discrepancies between assumed and actual characteristics and
performance underscore the hypothetical nature of the table, which is
provided only to give a general sense of the sensitivity of yields in varying
prepayment scenarios.
The pre-tax yields set forth in the following tables were calculated by
determining the monthly discount rates that, when applied to the assumed
streams of cash flows to be paid on the Class X Certificates, would cause the
discounted present value of such assumed stream of cash flows as of May ,
1998 to equal the assumed aggregate purchase price plus accrued interest at
the Class X Pass-Through Rate from and including the Cut-off Date to but
excluding the Delivery Date thereof, and by converting such monthly rates to
semi-annual corporate bond equivalent rates. Such calculation does not take
into account shortfalls in collection of interest due to prepayments (or
other liquidations) of the Mortgage Loans or the interest rates at which
investors may be able to reinvest funds received by them as distributions on
the Class X Certificates (and accordingly does not purport to reflect the
return on any investment in the Class X Certificates when such reinvestment
rates are considered).
Notwithstanding the assumed prepayment rates reflected in the preceding
tables, it is highly unlikely that the Mortgage Loans will be prepaid
according to one particular pattern. For this reason, and because the timing
of cash flows is critical to determining yields, the pre-tax yield to
maturity on the Class X Certificates is likely to differ from those shown in
the tables, even if all of the Mortgage Loans prepay at the indicated CPR
percentages over any given time period or over the entire life of the
Certificates.
There can be no assurance that the Mortgage Loans will prepay at any
particular rate or that the yield on the Class X Certificates will conform to
the yields described herein. Investors are urged to make their investment
decisions based on the determinations as to anticipated rates of prepayment
under a variety of scenarios. Investors in the Class X Certificates should
fully consider the risk that a rapid rate of prepayments on the Mortgage
Loans could result in the failure of such investors to fully recover their
investments.
In addition, holders of the Class X Certificates generally have rights to
relatively larger portions of interest payments on Mortgage Loans with higher
Mortgage Rates; thus, the yield on the Class X Certificates will be
materially and adversely affected if the Mortgage Loans with higher Mortgage
Rates prepay faster than the Mortgage Loans with lower Mortgage Rates.
PRE-TAX YIELD TO MATURITY FOR THE
CLASS X CERTIFICATES AT THE SPECIFIED CPR PERCENTAGES
<TABLE>
<CAPTION>
PREPAYMENTS LOCKED OUT THROUGH LOP AND
YMP, THEN AT THE FOLLOWING CPRS
------------------------------------------------
ASSUMED PURCHASE PRICE (32NDS)* 0% 5% 10% 15% 20% 25%
- --------------------------------- ------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
% % % % % %
</TABLE>
- ------------
* Exclusive of accrued interest.
S-85
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL
Upon the issuance of the Offered Certificates, Orrick, Herrington &
Sutcliffe LLP, counsel to the Depositor, will deliver its opinion generally
to the effect that, assuming compliance with all provisions of the Pooling
and Servicing Agreement, for Federal income tax purposes, REMIC I, REMIC II
and REMIC III will each qualify as a REMIC under the Code. For Federal income
tax purposes, the Class R-I Certificates will be the sole class of "residual
interests" in REMIC I; the Class R-II Certificates will be the sole class of
"residual interests" in REMIC II; the Offered Certificates will evidence the
"regular interests" in, and will be treated as debt instruments of, REMIC III
and the Class R-III Certificates will be the sole class of "residual
interests" in REMIC III. See "Certain Federal Income Tax Consequences --
REMICs" in the Prospectus.
ORIGINAL ISSUE DISCOUNT AND PREMIUM
The Class X and Class Certificates will be treated as having been issued
with original issue discount for Federal income tax reporting purposes. The
prepayment assumption that will be used in determining the rate of accrual of
original issue discount, market discount and premium, if any, for Federal
income tax purposes will be based on the assumption that subsequent to the
date of any determination the Mortgage Loans will not prepay prior to their
respective maturity dates. No representation is made that the Mortgage Loans
will not prepay. See "Certain Federal Income Tax Consequences -- REMICs --
Taxation of Owners of REMIC Regular Certificates -- Original Issue Discount"
in the Prospectus.
The IRS has issued OID Regulations under Sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with original
issue discount. Purchasers of the Offered Certificates should be aware that
the OID Regulations and Section 1272(a)(6) of the Code do not adequately
address certain issues relevant to, or are not applicable to, prepayable
securities such as the Offered Certificates. In addition, there is
considerable uncertainty concerning the application of Section 1272(a)(6) of
the Code and the OID Regulations to REMIC Regular Certificates that provide
for payments based on an adjustable rate, such as the Class X and Class
Certificates. There are uncertainties concerning the application of Section
1272(a)(6) of the Code to the Class X and Class Certificates, and the rules
of the OID Regulations relating to debt instruments having an adjustable rate
of interest are limited in their application in ways that could preclude
their application to the Class X and Class Certificates even in the absence
of Section 1272(a)(6) of the Code. The IRS could assert that income derived
from a Class X and Class Certificate should be calculated as if the Class X
and Class Certificate were a Certificate purchased at a premium equal to
the price paid by the Holder for the Class X and Class Certificate. Under
this approach, a Holder would be entitled to amortize such premium only if it
has in effect an election under Section 171 of the Code with respect to all
taxable debt instruments held by such Holder, as described in the Prospectus
under "Certain Federal Income Tax Consequences -- REMICs -- Taxation of
Owners of REMIC Regular Certificates -- Premium." Alternatively, the IRS
could assert that the Class X and Class Certificates should be taxable
under regulations governing debt instruments having one or more contingent
payments. Prospective purchasers of the Offered Certificates are advised to
consult their tax advisors concerning the tax treatment of such Certificates.
Assuming the Class X and Class Certificates are treated as having been
issued with original issue discount, it appears that a reasonable method of
reporting original issue discount with respect to the Class X and Class
Certificates, generally would be to report all income with respect to such
Certificates as original issue discount for each period, computing such
original issue discount (i) by assuming that the value of the applicable
index will remain constant for purposes of determining the original yield to
maturity of, and projecting future distributions on, such Certificates,
thereby treating such Certificates as fixed rate instruments to which the
original issue discount computation rules described in the Prospectus can be
applied, and (ii) by accounting for any positive or negative variation in the
actual value of the applicable index in any period from its assumed value as
a current adjustment to original issue discount with respect to such period.
See "Certain Federal Income Tax Consequences -- REMICs -- Taxation of Owners
of REMIC Regular Certificates -- Original Issue Discount" in the Prospectus.
S-86
<PAGE>
If the method for computing original issue discount described in the
Prospectus results in a negative amount for any period with respect to a
holder of a Class X and Class Certificate, the amount of original issue
discount allocable to such period would be zero and such Certificateholder
will be permitted to offset such negative amount only against future original
issue discount (if any) attributable to such Certificate. Although the matter
is not free from doubt, a holder of a Class X and Class Certificate may be
permitted to deduct a loss to the extent that his or her respective remaining
basis in such Certificate exceeds the maximum amount of future payments to
which such Certificateholder is entitled, assuming no further prepayments of
the Mortgage Loans. Any such loss might be treated as a capital loss.
The OID Regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs
from that of the issuer. Accordingly, it is possible that holders of Class X
and Class Certificates may be able to select a method for recognizing
original issue discount that differs from that used by the REMIC
Administrator in preparing reports to Certificateholders and the IRS.
Prospective purchasers of Class X and Class Certificates are advised to
consult their tax advisors concerning the treatment of such Certificates.
Prepayment Premiums actually collected on the Mortgage Loans will be
distributed to the holders of each Class of Certificates entitled thereto as
described herein. It is not entirely clear under the Code when the amount of
a Prepayment Premium should be taxed to the holder of a Class of Certificates
entitled to a Prepayment Premium. For Federal income tax reporting purposes,
Prepayment Premiums will be treated as income to the holders of a Class of
Certificates entitled to Prepayment Premiums only after the Servicer's actual
receipt of a Prepayment Premium as to which such Class of Certificates is
entitled under the terms of the Pooling and Servicing Agreement. It appears
that Prepayment Premiums are to be treated as ordinary income rather than
capital gain. However, the correct characterization of such income is not
entirely clear and Certificateholders should consult their tax advisors
concerning the treatment of Prepayment Premiums.
The Class , Class , Class , Class and Class Certificates will
be treated for Federal income tax purposes as having been issued at a
premium. Whether any holder of any such Class of Certificates will be treated
as holding a Certificate with amortizable bond premium will depend on such
Certificateholder's purchase price and the distributions remaining to be made
on such Certificate at the time of its acquisition by such Certificateholder.
Holders of each such Class of Certificates should consult their tax advisors
regarding the possibility of making an election to amortize such premium. See
"Certain Federal Income Tax Consequences -- REMICs -- Taxation of Owners of
REMIC Regular Certificates -- Premium" in the Prospectus.
CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES
The Offered Certificates will be "real estate assets" within the meaning
of Section 856(c)(4)(A) of the Code in the same proportion that the assets of
the Trust Fund would be so treated. In addition, interest (including original
issue discount, if any) on the Offered Certificates will be interest
described in Section 856(c)(3)(B) of the Code to the extent that such
Certificates are treated as "real estate assets" within the meaning of
Section 856(c)(4)(A) of the Code. Moreover, the Offered Certificates will be
"qualified mortgages" under Section 860G(a)(3) of the Code if transferred to
another REMIC on its start-up day in exchange for regular or residual
interests therein.
The Offered Certificates will be treated as assets within the meaning of
Section 7701(a)(19)(C) of the Code generally only to the extent of the
portion of the Mortgage Loans secured by multifamily Mortgaged Properties.
See "Description of the Mortgage Asset Pool" herein and "Certain Federal
Income Tax Consequences -- REMICs" in the Prospectus.
For further information regarding the Federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences -- REMICs" in the Prospectus.
S-87
<PAGE>
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting
Agreement, dated May , 1998 (the "Underwriting Agreement"), the
Underwriters have agreed to purchase and the Depositor has agreed to sell to
the Underwriters the Offered Certificates.
It is expected that delivery of the Offered Certificates will be made only
in book-entry form through the Same Day Funds Settlement System of DTC on or
about May , 1998, against payment therefor in immediately available funds.
In the Underwriting Agreement, the Underwriters have agreed to purchase
the portion of the Certificates of each Class set forth below.
ALLOCATION TABLE
<TABLE>
<CAPTION>
UNDERWRITER CLASS X CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D CLASS E CLASS F
- ---------------------------------- ------- --------- --------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Deutsche Morgan Grenfell Inc. .... % % % % % % % %
Lehman Brothers Inc. .............. % % % % % % % %
Residential Funding Securities
Corporation ......................
Total ............................. % % % % % % % %
======= ========= ========= ======= ======= ======= ======= =======
</TABLE>
In the Underwriting Agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Offered
Certificates if any are purchased. In the event of default by any
Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the purchase commitment of the nondefaulting underwriter may
be increased or the underwriting may be terminated.
The Underwriting Agreement provides that the obligation of each
Underwriter to pay for and accept delivery of its Certificates is subject to,
among other things, the receipt of certain legal opinions and to the
conditions, among others, that no stop order suspending the effectiveness of
the Depositor's Registration Statement shall be in effect, and that no
proceedings for such purpose shall be pending before or threatened by the
Securities and Exchange Commission.
The distribution of the Offered Certificates by any Underwriter may be
effected from time to time in one or more negotiated transactions, or
otherwise, at varying prices to be determined at the time of sale. Proceeds
to the Depositor from the sale of the Offered Certificates, before deducting
expenses payable by the Depositor, will be approximately % of the aggregate
Certificate Balance of the Offered Certificates, plus accrued interest. Each
Underwriter may effect such transactions by selling its Certificates to or
through dealers, and such dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Underwriter for
whom they act as agent. In connection with the sale of the Offered
Certificates, each Underwriter may be deemed to have received compensation
from the Depositor in the form of underwriting compensation. Each Underwriter
and any dealers that participate with such Underwriter in the distribution of
the Offered Certificates may be deemed to be underwriters and any profit on
the resale of the Offered Certificates positioned by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended.
Deutsche Morgan Grenfell Inc. is an affiliate of GACC and Residential
Funding Securities Corporation is an affiliate of each of GMACCM and the
Depositor.
The Underwriting Agreement provides that the Depositor will indemnify the
Underwriters, and that under limited circumstances the Underwriters will
indemnify the Depositor, against certain civil liabilities under the
Securities Act of 1933, as amended, or contribute to payments to be made in
respect thereof.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
primary source of ongoing information available to investors concerning the
Offered Certificates will be the Trustee Reports discussed herein under
"Description of the Certificates -- Reports to Certificateholders; Certain
Available Information." Except as described
S-88
<PAGE>
herein under "Description of the Certificates --Reports to
Certificateholders; Certain Available Information," there can be no assurance
that any additional information regarding the Offered Certificates will be
available through any other source. In addition, the Depositor is not aware
of any source through which price information about the Offered Certificates
will be generally available on an ongoing basis. The limited nature of such
information regarding the Offered Certificates may adversely affect the
liquidity of the Offered Certificates, even if a secondary market for the
Offered Certificates becomes available.
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Orrick,
Herrington & Sutcliffe LLP and for the Underwriters by Brown & Wood LLP.
RATINGS
It is a condition to their issuance that the respective Classes of Offered
Certificates receive the indicated credit ratings from Moody's and Fitch
IBCA:
<TABLE>
<CAPTION>
CLASS MOODY'S FITCH IBCA
-------------------------------- ----------- --------------
<S> <C> <C>
Class X ......................... Aaa AAA
Class A-1 ....................... Aaa AAA
Class A-2 ....................... Aaa AAA
Class B ......................... Aaa AA+
Class C ......................... Aa2 AA
Class D ......................... A2 A
Class E ......................... Baa2 BBB
Class F.......................... NA BBB-
</TABLE>
The ratings of the Offered Certificates address the likelihood of the
timely receipt by holders thereof of all payments of interest to which they
are entitled and the ultimate receipt by holders thereof of all payments of
principal to which they are entitled, if any, by the Distribution Date in
May, 2030 (the "Rated Final Distribution Date"). The ratings take into
consideration the credit quality of the Mortgage Asset Pool, structural and
legal aspects associated with the Certificates, and the extent to which the
payment stream from the Mortgage Asset Pool is adequate to make payments of
principal and interest required under the Offered Certificates. The ratings
of the Offered Certificates do not, however, represent any assessments of (i)
the likelihood or frequency of principal prepayments (whether voluntary or
involuntary) on the Mortgage Loans, (ii) the degree to which such prepayments
might differ from those originally anticipated or (iii) whether and to what
extent Prepayment Premiums will be collected in connection with such
prepayments or the corresponding effect on yield to investors. In general,
the ratings thus address credit risk and not prepayment risk.
As described herein, the amounts payable with respect to the Class X
Certificates do not include principal. If all the Mortgage Loans were to
prepay in the initial month, with the result that the Class X Certificates
were to receive only a single month's interest (without regard to any
Prepayment Premiums that may be collected), and thus suffer a nearly complete
loss of their investment, all amounts "due" to such Certificateholders will
nevertheless have been paid, and such result is consistent with the ratings
assigned by Moody's and Fitch IBCA to the Class X Certificates. The ratings
of the Class X Certificates by Moody's and Fitch IBCA do not address the
timing or magnitude of reductions of the Notional Amount of the Class X
Certificates, but only the obligation to pay interest timely on the Notional
Amount of the Class X Certificates, as such may be reduced from time to time
as described herein. Such ratings do not represent any assessment of the
yield to maturity of the Class X Certificates or the possibility that the
Class X Certificateholders might not fully recover their investment in the
event of rapid prepayments of the Mortgage Loans (including both voluntary
and involuntary prepayments). The Class X Certificate Notional Amount upon
which interest is calculated is reduced by the allocation of Realized Losses
and prepayments, whether voluntary or involuntary. The rating does not
address the timing or magnitude of
S-89
<PAGE>
reductions of such Notional Amount, but only the obligation to pay interest
timely on the notional amount as so reduced from time to time. Accordingly,
the ratings of the Class X Certificates should be evaluated independently
from similar ratings on other types of securities.
There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating to any Class
thereof and, if so, what such rating would be. A rating assigned to any Class
of Offered Certificates by a rating agency that has not been requested by the
Depositor to do so may be lower than the ratings assigned thereto by Moody's
or Fitch IBCA, as applicable.
The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency.
LEGAL INVESTMENT
The Offered Certificates will not be "mortgage related securities" for
purposes of SMMEA. As a result, the appropriate characterization of the
Offered Certificates under various legal investment restrictions, and thus
the ability of investors subject to these restrictions to purchase the
Offered Certificates, is subject to significant interpretive uncertainties.
The Depositor makes no representation as to the proper characterization of
any class of Offered Certificates for legal investment or other purposes, or
as to the ability of particular investors to purchase the Offered
Certificates under applicable legal investment or other restrictions. All
institutions whose investment activities are subject to legal investment laws
and regulations, regulatory capital requirements or review by regulatory
authorities should consult with their legal advisors in determining whether
and to what extent the Offered Certificates constitute legal investments for
them or are subject to investment, capital or other restrictions.
See "Legal Investment" in the Prospectus.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan or other retirement plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts (and, as
applicable, insurance company general accounts) in which such plans, accounts
or arrangements are invested, that is subject to ERISA and/or Section 4975 of
the Code (each, a "Plan") should review with its counsel whether the purchase
or holding of Offered Certificates could give rise to a transaction that is
prohibited or is not otherwise permitted either under ERISA or Section 4975
of the Code or whether there exists any statutory or administrative exemption
applicable thereto.
The purchase or holding of the Class A and Class X Certificates by, on
behalf of or with assets of a Plan may qualify for exemptive relief under the
Exemption, as described under "ERISA Considerations -- Prohibited Transaction
Exemption" in the Prospectus; however, the Exemption contains a number of
conditions, including the requirement that any such Plan must be an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. In addition, neither the Exemption nor any similar exemption issued
to the Underwriters will apply to the Class B, Class C, Class D, Class E or
Class F Certificates. As a result, no transfer of a Class B, Class C, Class
D, Class E or Class F Certificate or any interest therein may be made to a
Plan or to any person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, unless the prospective transferee
provides the Depositor, the Trustee, the Fiscal Agent and the Servicer with
an opinion of counsel satisfactory to the Depositor, the Trustee, the Fiscal
Agent and the Servicer that such transfer is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor,
the Trustee, the Fiscal Agent or the Master Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. In lieu
of such opinion of counsel, the prospective transferee of a Class B, Class C,
Class
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<PAGE>
D, Class E or Class F Certificate may provide a certification of facts
substantially to the effect that the purchase of such Certificate by or on
behalf of, or with assets of, any Plan is permissible under applicable law,
will not constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, will not subject the Depositor, the
Trustee, the Fiscal Agent or the Master Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement, and the
following conditions are met: (a) the source of funds used to purchase such
Certificate is an "insurance company general account" (as such term is
defined in United States Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60) and (b) the conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied as of the date of the acquisition of
such Certificates. In addition, so long as the Class B, Class C, Class D,
Class E and Class F Certificates are registered in the name of Cede & Co., as
nominee of DTC, any purchaser of such Certificates will be deemed to have
represented by such purchase that either: (a) such purchaser is not a Plan
and is not purchasing such Certificates by or on behalf of, or with assets
of, any Plan or (b) the purchase of any such Certificate by or on behalf of,
or with assets of, any Plan is permissible under applicable law, will not
result in any non-exempt prohibited transaction under ERISA or Section 4975
of the Code, and will not subject the Depositor, the Trustee, the Fiscal
Agent or the Servicer to any obligation in addition to those undertaken in
the Pooling and Servicing Agreement, and the following conditions are met:
(a) the source of funds used to purchase such Certificate is an "insurance
company general account" (as such term is defined in PTCE 95-60) and (b) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied
as of the date of the acquisition of such Certificates. See "ERISA
Considerations -- Representation From Investing Plans" in the Prospectus.
Any Plan fiduciary or other person considering whether to purchase an
Offered Certificate on behalf of or with assets of a Plan should consult with
its counsel regarding the applicability of the fiduciary responsibility
provisions of ERISA and the prohibited transaction provisions of ERISA and
Section 4975 of the Code to such investment and the availability of the
Exemption or any other prohibited transaction exemption in connection
therewith. See "ERISA Considerations" in the Prospectus.
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<PAGE>
INDEX OF PRINCIPAL TERMS
<TABLE>
<CAPTION>
<S> <C>
Accrued Certificate Interest .............. S-65
ADA ....................................... S-27
Additional Trust Fund Expenses ............ S-68
Advances .................................. S-54
AIMCO ..................................... S-41
AIMCO Loan Borrower ....................... S-40
AIMCO Loans ............................... S-40
AIMCO Properties .......................... S-40
Alliance DG ............................... S-43
Alliance Mezzanine Borrower ............... S-44
Alliance Mezzanine Lender ................. S-44
Alliance Mezzanine Loan ................... S-44
Alliance Portfolio Loan ................... S-43
Alliance Portfolio Properties ............. S-43
Allocated Principal Amount ................ S-43
Andrews Facility .......................... S-36
Anticipated Repayment Date ................ S-11
Appraisal Reduction Amount ................ S-69
ARD Loans ................................. S-11
Assumed Final Distribution Date ........... S-2
Assumed Monthly Payment ................... S-66
Available Distribution Amount ............. S-63
Balloon Loans ............................. S-10
Balloon Payment ........................... S-10
Balloon Payment Interest Excess ........... S-54
Balloon Payment Interest Shortfall ........ S-54
CBE ....................................... S-81
CEDEL ..................................... S-9
CEDEL Participants ........................ S-60
Centre Re ................................. S-33
Certificates .............................. 1
Class ..................................... 1
Class A Certificates ...................... 1, S-58
Class X Components ........................ S-61
Clearance Cooperative ..................... S-60
Collection Period ......................... S-63
Comparative Financial Status Report ....... S-71
Consulting Advisor ........................ S-35
Consulting Advisor List ................... S-35
Controlling Class ......................... S-52
Corporate Trust Office .................... S-73
Corrected Mortgage Loan ................... S-50
CPR ....................................... S-76
Cross-Collateralized Mortgage Loans ....... S-26
Cut-off Date Balance ...................... S-29
Defeasance Collateral ..................... S-31
Defeasance Option ......................... S-12
Deleted Mortgage Loan ..................... S-47
Delinquent Loan Status Report ............. S-70
Depositories .............................. S-59
Determination Date ........................ S-63
S-92
<PAGE>
Discount Rate ............................. S-66
Discount Rate Fraction .................... S-66
Distributable Certificate Interest ........ S-65
Distribution Date ......................... S-8
DMG ....................................... 1
DTC Registered Certificates ............... S-9
Emergency Advance ......................... S-54
Euroclear ................................. S-9
Euroclear Operator ........................ S-60
Euroclear Participants .................... S-60
Excess Interest ........................... S-11
Fiscal Agent .............................. S-73
Fitch IBCA ................................ S-18
Form 8-K .................................. S-50
GACC ...................................... S-8
GACC Mortgage Loans ....................... S-29
GMACCM .................................... S-8
GMACCM Mortgage Loans ..................... S-29
HCFP ...................................... S-33, 1-40
HCFP Loan ................................. S-39
Historical Loan Modification Report ....... S-70
Historical Loss Estimate Report ........... S-71
Initial Pool Balance ...................... S-2
Interest Reserve Account .................. S-67
Interest Reserve Loans .................... S-67
LaSalle ................................... S-73
Lehman Brothers ........................... 1
Liquidation Fee ........................... S-53
Liquidation Fee Rate ...................... S-53
Lockbox Account ........................... S-30
LOP ....................................... S-77
Madison Clearing Account .................. S-43
Madison Fee Holder ........................ S-42
Madison Renaissance Borrower .............. S-42
Madison Renaissance Franchisor ............ S-43
Madison Renaissance Loan .................. S-42
Madison Renaissance Manager ............... S-43
Madison Renaissance Mortgage .............. S-42
Madison Renaissance Property .............. S-42
MAI ....................................... S-45
Management Agreements ..................... S-39
Marriott .................................. S-42
Marriott Guaranty ......................... S-42
Master Servicer ........................... S-51
Maturity Assumptions ...................... S-76
Modified Mortgage Loan .................... S-70
Monthly Payments .......................... S-29
Moody's ................................... S-18
Mortgage Asset Pool ....................... S-2
Mortgage Asset Seller ..................... S-29
Mortgage Loan Purchase Agreement .......... S-29
Mortgage Loan Sellers ..................... S-8
Mortgage Loans ............................ S-2
S-93
<PAGE>
Net Aggregate Prepayment Interest Shortfall S-65
Net Mortgage Rate ......................... S-62
NOI Adjustment Worksheet .................. S-71
Offered Certificates ...................... 1
Operating Statement Analysis .............. S-71
Participation ............................. S-34
Pass-Through Rate ......................... S-62
Permitted Encumbrances .................... S-48
Phase I ................................... S-20, S-44
Phase II .................................. S-20, S-44
P&I Advance ............................... S-16
Plan ...................................... S-90
Pooling and Servicing Agreement ........... S-12
Prepayment Interest Excess ................ S-54
Prepayment Interest Shortfall ............. S-54
Principal Allocation Fraction ............. S-66
Principal Balance Certificates ............ S-2
Principal Distribution Amount ............. S-65
Principal Window .......................... S-6
PTCE ...................................... S-91
Purchase Price ............................ S-46
Qualifying Substitute Mortgage Loan ....... S-47
Rated Final Distribution Date ............. S-89
Rating Agencies ........................... S-18
Realized Losses ........................... S-68
Reimbursement Rate ........................ S-69
Related Proceeds .......................... S-54
Release Date .............................. S-31
REMIC I ................................... S-2
REMIC II .................................. S-2
REMIC III ................................. S-2
REMIC Regular Certificates ................ 1, S-58
REMIC Residual Certificates ............... 1, S-58
Renaissance Management Agreement .......... S-42
Renaissance Manager ....................... S-42
Renaissance Orlando Hotel ................. S-41
Renaissance Orlando Hotel Loan ............ S-41
Renaissance Techworld Borrower ............ S-41
Renaissance Techworld Borrower Members .... S-42
Renaissance Techworld Loan ................ S-41
Renaissance Techworld Mezzanine Loan ...... S-42
Renaissance Techworld Property ............ S-41
REO Account ............................... S-57
REO Status Report ......................... S-71
REO Tax ................................... S-56
Replacement Mortgage Loan ................. S-47
Replacement Special Servicer .............. S-51
Required Appraisal Loan ................... S-69
Revised Rate .............................. S-30
RFSC ...................................... 1
Rules ..................................... S-59
Seller Note ............................... S-40
Sellers ................................... S-36
S-94
<PAGE>
Senior Certificates ....................... 1, S-58
Senior Living ............................. S-33
Senior Living Account Properties .......... S-33
Senior Living Additional Debt ............. S-40
Senior Living Borrowers ................... S-33
Senior Living Leasehold Mortgages ......... S-33
Senior Living Loan ........................ S-33
Senior Living Manager ..................... S-39
Senior Living Manager Loan ................ S-39
Senior Living Members ..................... S-34
Senior Living Mortgaged Properties ........ S-33
Senior Living Mortgages ................... S-33
Senior Living Note Rate ................... S-33
Senior Living Properties .................. S-33
Senior Living Subrogation Agreement ....... S-34
Senior Living Surety ...................... S-33
Senior Living Surety Bond ................. S-33
Senior Living Surety Bond Amount .......... S-33
Senior Living Surety Default .............. S-35
Senior Living Trust Agreement ............. S-33
Senior Living Trust Collateral ............ S-33
Senior Living Trust Secured Parties ....... S-33
Senior Living Trustee ..................... S-33
Servicer Watch List ....................... S-71
Servicing Advances ........................ S-54
Servicing Fee ............................. S-52
Servicing Fee Rate ........................ S-52
Servicing Standard ........................ S-50
SLP Illinois .............................. S-33
Special Servicing Event ................... S-50
Special Servicing Fee ..................... S-52
Specially Serviced Mortgage Loan .......... S-50
Stated Principal Balance .................. S-61
Subordinate Certificates .................. 1, S-58
Substitution Shortfall Amount ............. S-47
Terms and Conditions ...................... S-60
Trust Fund ................................ S-2
Trustee Reports ........................... S-70
Underwriters .............................. 1
Underwriting Agreement .................... S-88
Voting Rights ............................. S-72
Weighted Average Net Mortgage Rate ........ S-62
Withheld Amounts .......................... S-67
Workout Fee ............................... S-52
Workout Fee Rate .......................... S-52
YMP ....................................... S-77
</TABLE>
S-95
<PAGE>
ANNEX A
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
GENERAL
The schedule and tables appearing in this Annex A set forth certain
information with respect to the Mortgage Loans and Mortgaged Properties. Such
information is presented, where applicable, as of the Cut-off Date. The
statistics in such schedule and tables were derived, in many cases, from
information and operating statements furnished by or on behalf of the
respective borrowers. Such information and operating statements were
generally unaudited and have not been independently verified by the Depositor
or the Underwriters or any of their respective affiliates or any other
person. The sum of the amounts in any column of any of the tables of this
Annex A may not equal the indicated total under such column due to rounding.
Net income for a Mortgaged Property as determined in accordance with
generally accepted accounting principles ("GAAP") would not be the same as
the stated Underwritten Net Cash Flow for such Mortgaged Property as set
forth in the following schedule or tables. In addition, Underwritten Net Cash
Flow is not a substitute for or comparable to operating income as determined
in accordance with GAAP as a measure of the results of a property's
operations or a substitute for cash flows from operating activities
determined in accordance with GAAP as a measure of liquidity. No
representation is made as to the future net cash flow of the Mortgaged
Properties, nor is the Underwritten Net Cash Flow set forth herein with
respect to any Mortgaged Property intended to represent such future net cash
flow.
In the schedule and tables set forth in this Annex A, with respect to
Mortgage Loans evidenced by one Mortgage Note, but secured by multiple
Mortgaged Properties, for certain purposes, including Underwritten Net Cash
Flow, separate amounts for each such related Mortgaged Property are shown.
DEFINITIONS
For purposes of the Prospectus Supplement, including the schedule and
tables in this Annex A, the indicated terms shall have the following
meanings, modified accordingly, by reference to the "Certain Loan Payment
Terms" below and footnotes to the schedules that follow:
1. "Underwritten Net Cash Flow", "Underwritten NCF" or "UW NCF" with
respect to any Mortgaged Property, means an estimate of cash flow
available for debt service in a typical year of stable, normal operations.
In general, it is the estimated revenue derived from the use and operation
of such Mortgaged Property less the sum of estimated (a) operating
expenses (such as utilities, administrative expenses, repairs and
maintenance, management and franchise fees and advertising), (b) fixed
expenses (such as insurance, real estate taxes and, if applicable, ground
lease payments) and (c) with the exception of skilled nursing,
independent/assisted living and hospital properties, capital expenditures
and reserves for capital expenditures, including tenant improvement costs
and leasing commissions. Underwritten Net Cash Flow generally does not
reflect interest expense and non-cash items such as depreciation and
amortization.
In determining Underwritten Net Cash Flow for a Mortgaged Property, the
Mortgage Loan Sellers generally relied on rent rolls and/or other
generally unaudited financial information provided by the respective
borrowers; in some cases the appraisal and/or local market information was
the primary basis for the determination. From that information, the
Mortgage Loan Sellers calculated stabilized estimates of cash flow that
took into consideration historical financial statements, material changes
in the operating position of a Mortgaged Property of which the applicable
Mortgage Loan Seller was aware (e.g., newly signed leases, expirations of
"free rent" periods and market rent and market vacancy data), and
estimated capital expenditures, leasing commission and tenant improvement
reserves. In certain cases, the applicable Mortgage Loan Seller's estimate
of Underwritten Net Cash Flow reflected differences from the information
contained in the operating statements obtained from the respective
borrowers (resulting in either an increase or decrease in the estimate of
Underwritten Net Cash Flow derived therefrom) based upon the Mortgage Loan
A-1
<PAGE>
Seller's own analysis of such operating statements and the assumptions
applied by the respective borrowers in preparing such statements and
information. In certain instances, for example, property management fees
and other expenses may have been included in the calculation of
Underwritten Net Cash Flow even though such expense may not have been
reflected in actual historic operating statements. In most of those cases,
the information was annualized, with certain adjustments for items deemed
not appropriate to be annualized, before using it as a basis for the
determination of Underwritten Net Cash Flow. No assurance can be given
with respect to the accuracy of the information provided by any borrowers,
or the adequacy of the procedures used by any Mortgage Loan Seller in
determining the presented operating information.
2. "Underwritten NOI" means Underwritten Net Cash Flow before deducting
for capital expenditures, replacement reserves, tenant improvements and
leasing commissions.
3. "1996 NOI" means the net operating income for a Mortgaged Property as
established by information provided by the related borrower, except that
in certain cases such net operating income has been adjusted by removing
certain nonrecurring expenses and revenues or by certain other
normalizations and in certain cases may reflect annualization of partial
year numbers. 1996 NOI does not necessarily reflect accrual of certain
costs such as real estate taxes and capital expenditures and does not
reflect non-cash items such as depreciation or amortization. In most
cases, no attempt was made to verify the accuracy of any information
provided by each borrower or to reflect changes in net operating income
that may have occurred since the date of the information provided by each
borrower for the related Mortgaged Property.
4. "1997 NOI" means the net operating income for 1997, calculated in a
manner consistent with 1996 NOI.
5. "Annual Debt Service" means, for any Mortgage Loan 12 times the
Monthly Payment in effect as of the Cut-off Date or, for any Mortgage
Loans that pay interest only for a period of time, 12 times the Monthly
Payment in effect at the end of such period.
6. "UW NCF DSCR" means, with respect to any Mortgage Loan, or with
respect to a Mortgage Loan evidenced by one Mortgage Note, but secured by
multiple Mortgaged Properties, (a) the Underwritten Net Cash Flow for the
Mortgaged Property, divided by (b) the Annual Debt Service for such
Mortgage Loan. With respect to Cross-Collateralized Loans, the UW NCF DSCR
set forth in Annex A is based upon the combined UW NCF and Annual Debt
Service for all such Cross-Collateralized Loans. "UW NCF DSCR" and "UW NOI
DSCR" are collectively referred to as "Underwritten DSCRs".
In general, debt service coverage ratios are used by income property
lenders to measure the ratio of (a) cash currently generated by a property
that is available for debt service to (b) required debt service payments.
However, debt service coverage ratios only measure the current, or recent,
ability of a property to service mortgage debt. If a property does not
possess a stable operating expectancy (for instance, if it is subject to
material leases that are scheduled to expire during the loan term and that
provide for above-market rents and/or that may be difficult to replace), a
debt service coverage ratio may not be a reliable indicator of a
property's ability to service the mortgage debt over the entire remaining
loan term. The Underwritten DSCRs are presented herein for illustrative
purposes only and, as discussed above, are limited in their usefulness in
assessing the current, or predicting the future, ability of a Mortgaged
Property to generate sufficient cash flow to repay the related Mortgage
Loan. Accordingly, no assurance can be given, and no representation is
made, that the Underwritten DSCRs accurately reflects that ability.
7. "Appraised Value" means, for any Mortgaged Property, the appraiser's
adjusted value as stated in the most recent third party appraisal or
market analysis, available to the Depositor. In certain cases, the
appraiser's adjusted value takes into account certain repairs or
stabilization of operations. In those cases in which the appraiser assumed
the completion of repairs, such repairs were either completed prior to the
Delivery Date or the related Mortgage Loan Seller has taken
A-2
<PAGE>
reserves sufficient to complete such repairs. No representation is made
that any such value would approximate either the value that would be
determined in a current appraisal of the related Mortgaged Property or the
amount that would be realized upon a sale.
8. "Cut-off Date Loan-to-Value Ratio," "Loan-to-Value Ratio" or "Cut-off
Date LTV" means, with respect to any Mortgage Loan, or with respect to a
Mortgage Loan evidenced by one Mortgage Note, but secured by multiple
Mortgaged Properties, (a) the Cut-off Date Balance of such Mortgage Loan
divided (b) by the Appraised Value of the Mortgaged Property or Mortgaged
Properties.
9. "Square Feet" or "Sq. Ft." means, in the case of a Mortgaged Property
operated as a retail center, office or medical office complex,
industrial/warehouse facility, parking garage or other special purpose
property, combination retail office facility, the square footage of the
net rentable or leasable area.
10. "Units" means: (i) in the case of a Mortgaged Property operated as
multifamily housing, the number of apartments, regardless of the size of
or number of rooms in such apartment; (ii) in the case of a Mortgaged
Property operated as a skilled nursing or congregate care facility, the
number of beds; (iii) in the case of a Mortgaged Property constituting a
mobile home park, the number of pads; and (iv) in the case of a Mortgaged
Property operated as a hospitality property, the number of guest rooms.
11. "Occupancy Percentage" means the percentage of Square Feet or Units,
as the case may be, of the Mortgaged Property that was occupied or leased
or, in the case of certain properties, average units so occupied over a
specified period, as of a specified date (identified on this Annex A as
the "Occupancy as of Date"), as specified by the borrower or as derived
from the Mortgaged Property's rent rolls or, with respect to certain
skilled nursing, congregate care and assisted living facilities, census
reports, operating statements or appraisals or as determined by a site
inspection of the Mortgaged Property. Information in this Annex A
concerning the "Largest Tenant" is presented as of the same date as of
which the Occupancy Percentage is specified.
12. "Balloon or ARD Balance" means, with respect to any Balloon Loan or
ARD Loan, the principal amount that will be due at maturity or on the
Anticipated Repayment Date for such Balloon Loan.
13. "Scheduled Maturity Date or ARD LTV" means, with respect to any
Balloon Loan or ARD Loan, the Maturity Balance for such Balloon Loan or
ARD Balance divided by the Appraised Value of the related Mortgaged
Property.
14. "Mortgage Rate" means, with respect to any Mortgage Loan, the
Mortgage Rate in effect as of the Cut-off Date.
15. "Servicing Fee" for each Mortgage Loan includes the compensation
payable in respect of the servicing of such Mortgage Loan (which includes
the Master Servicing Fee Rate) and the compensation payable to the
Trustee. The "Master Servicing Fee Rate" and the "Servicing Fee Rate" with
respect to the Mortgage Loan from each Loan Source (other than Loan GMAC
1130, which has a Servicing Fee Rate of 0.04275%) are set forth below:
<TABLE>
<CAPTION>
LOAN SOURCE MASTER SERVICING FEE RATE SERVICING FEE RATE
- ------------- ------------------------- ------------------
<S> <C> <C>
GACC 0.02000% 0.07275%
GMACCM 0.02000% 0.12775%
</TABLE>
16. "Prepayment Provisions" for each Mortgage Loan are: "Lock" means the
duration of lockout period; "Def" means the duration of any defeasance
period; " greater than 1% or YM" means the greater of the applicable yield
maintenance charge and one percent of the amount being prepaid at such
time; a fixed percentage means a flat percentage of the amount being
prepaid. The number following the "/" is the number of payment dates for
which the related call protection provision is in effect, inclusive of the
maturity date for calculation purpose only.
A-3
<PAGE>
CERTAIN LOAN PAYMENT TERMS
The indicated Mortgage Loans have the following payment terms:
Interest Only Loans
Loan Number GMAC1020. The Mortgage Loan requires Monthly Payments of
interest only in the amount of $256,875.00 (calculated using a 30/360
interest accrual method) from February 1, 1998 through January 1, 2001.
Commencing on February 1, 2001 and through maturity, Monthly Payments of
principal and interest in the amount of $305,129.84 (calculated using an
actual/360 interest accrual method) are required.
Loan Number GMAC1510. The Mortgage Loan requires Monthly Payments of
interest only in the amount of $33,411.71 from February 1, 1998 through
January 1, 2000. Commencing on February 1, 2000 and through maturity, Monthly
Payments of principal and interest in the amount of $37,696.86 are required.
Loan Number GMAC2310. The Mortgage Loan requires Monthly Payments of
interest only in the amount of $17,851.75 from February 1, 1998 through
January 1, 2000. Commencing on February 1, 2000 and through maturity, Monthly
Payments of principal and interest in the amount of $20,301.31 are required.
SPLIT AMORTIZATION LOANS
Loan Number GMAC4055. The Mortgage Loan requires Monthly Payments due
beginning March 10, 1998 in the amount of $50,000.00 per month and continue
at this level through February 10, 2003. Beginning March 10, 2003, payments
increase to $58,333.33 per month through January 10, 2008. The remaining
balance is due on February 10, 2008.
CERTAIN OTHER LOAN CHARACTERISTICS
EARN-OUT LOANS
Loan Number GMAC1040. The Mortgage Loan requires $10,000,000.00 of the
original Loan Amount to be reserved in a Lease Contingency Escrow which is
eligible to be drawn when the Borrower has fully complied with and satisfied
certain leasing conditions. Avon Products, Inc. has entered into a lease and,
if it occupies its leased premises and commences to pay rent under such
lease, and if no default or event of default under the loan documents exists,
the Lease Contingency Escrow will be eligible to be drawn by the Borrower.
The Lease Contingency escrow will be used to partially prepay the Mortgage
Loan to the extent that the Mortgaged Property does not satisfy the draw
requirements.
Loan Number GMAC1070. The Mortgage Loan requires $4,500,000.00 of the
original Loan Amount to be reserved in an earn-out escrow which is eligible
to be drawn within 12 months after origination of the Mortgage Loan. Leases
have been signed with three tenants such that if the tenants commence
occupancy, commence paying rent and substantially complete leasehold
improvements, and no default or event of default under the applicable loan
documents exists, the Borrower would be entitled to draw all or a portion of
the earn-out escrow. The earn-out escrow will be used to partially prepay the
Mortgage Loan to the extent that the Mortgaged Property does not satisfy the
draw requirements.
Loan Number GMAC1320. The Mortgage Loan requires $350,000.00 of the
original Loan Amount to be reserved in an earn-out escrow which is eligible
to be drawn no sooner than 180 days after origination of the Mortgage Loan.
The earn-out escrow will be used to partially prepay the Mortgage Loan to the
extent that the Mortgaged Property does not satisfy the draw requirements.
Loan Number GMAC2420. The Mortgage Loan requires $250,000.00 of the
original Loan Amount to be reserved in an earn-out escrow which is eligible
to be drawn no sooner than 90 days after origination of the Mortgage Loan.
The earn-out escrow will be used to partially prepay the Mortgage Loan to the
extent that the Mortgaged Property does not satisfy the draw requirements.
A-4
<PAGE>
Loan Number GMAC2560. The Mortgage Loan requires $250,000.00 of the
original Loan Amount to be reserved in an earn-out escrow which is eligible
to be drawn no sooner than six months after origination of the Mortgage Loan.
The earn-out escrow will be used to partially prepay the Mortgage Loan to the
extent that the Mortgaged Property does not satisfy the draw requirements.
Loan Number GMAC3320. The Mortgage Loan requires $500,000.00 of the
original Loan Amount to be reserved in an earn-out escrow which is eligible
to be drawn no sooner than six months after origination of the Mortgage Loan.
The earn-out escrow will be used to partially prepay the Mortgage Loan to the
extent that the Mortgaged Property does not satisfy the draw requirements.
Loan Number GMAC3360. The Mortgage Loan requires $130,000.00 of the
original Loan Amount to be reserved in a Debt Service Reserve escrow which is
eligible to be drawn no sooner than six months after origination of the
Mortgage Loan. The Debt Service Reserve escrow will be used to partially
prepay the Mortgage Loan to the extent that the Mortgaged Property does not
satisfy the draw requirements.
EXTENSION OPTION LOANS
Loan Numbers GMAC2240, GMAC2540, GMAC3070 and GMAC3260. These Mortgage
Loans contain an option allowing the Borrower to extend the maturity date for
one year upon 30 days' notice.
CERTAIN RESERVES
For the following AIMCO Loans, if the DSCR falls below 1.50, an annual
required reserve deposit as detailed in the following table is required:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GMAC1230 ......... $146,100 GMAC2340 ......... $ 58,800
GMAC1300 ......... $116,100 GMAC2350 ......... $ 63,000
GMAC1330 ......... $ 83,400 GMAC2400 ......... $ 62,400
GMAC1360 ......... $105,600 GMAC2450 ......... $ 69,900
GMAC1390 ......... $ 87,900 GMAC2470 ......... $ 45,600
GMAC1530 ......... $ 60,000 GMAC2490 ......... $ 55,200
GMAC2040 ......... $ 78,300 GMAC2520 ......... $ 55,200
GMAC2070 ......... $ 64,800 GMAC2580 ......... $ 37,500
GMAC2090 ......... $ 67,800 GMAC2590 ......... $ 32,400
GMAC2100 ......... $ 76,800 GMAC2600 ......... $ 79,200
GMAC2120 ......... $ 93,000 GMAC2610 ......... $ 36,900
GMAC2150 ......... $ 81,000 GMAC3050 ......... $ 65,400
GMAC2160 ......... $ 60,000 GMAC3100 ......... $ 25,800
GMAC2200 ......... $ 36,000 GMAC3180 ......... $ 40,200
GMAC2270 ......... $ 40,800 GMAC3200 ......... $ 25,200
GMAC2290 ......... $ 69,600 GMAC3210 ......... $ 31,200
GMAC2300 ......... $ 41,400
</TABLE>
In lieu of monthly payments to a repair reserve, the following Mortgage
Loans require that the Borrower must provide evidence that $250 per bed has
been spent annually on repairs and replacements: GMAC1050, GMAC1060,
GMAC1150, GMAC1210, GMAC1350, GMAC1400, GMAC1470, GMAC2240, GMAC2540,
GMAC3060, GMAC3070, GMAC3260 and GMAC3340
Loan Number GMAC1010. The Mortgage Loan requires $250 per available bed
for replacement reserves to be deposited with the Senior Living Trustee.
Loan Number GMAC1370. The Mortgage Loan requires that the Borrower must
provide evidence of $200 per bed spent annually on repairs and replacements
required under the Loan Agreement.
Loan Number GMAC2210. The Mortgage Loan requires that the Borrower must
provide evidence of $400 per bed spent annually on repairs and replacements
required under the Loan Agreement.
Loan Number GMAC1130. The Mortgage Loan requires monthly reserve payments
in the amount equal to four percent (4%) of the total gross revenues from the
second preceding calendar month.
A-5
<PAGE>
Loan Number GMAC1420. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of five percent (5%) of the
operating income during the preceding year.
Loan Number GMAC1500. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of five percent (5%) of the gross
income during the preceding year.
Loan Number GMAC3330. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of four and one-half percent
(4.5%) of gross income derived from prior year.
Loan Number GMAC3370. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of four percent (4%) of gross
revenue derived from the prior year.
Loan Number GMAC3380. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of four and one-half percent
(4.5%) of gross income derived from prior year.
Loan Number GMAC3390. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of four and one-half percent
(4.5%) of gross income derived from prior year.
Loan Number GMAC3430. The Mortgage Loan requires monthly reserve payments
in the amount equal to one-twelfth (1/12th) of four percent (4.0%) of gross
income derived from the preceding year.
Loan Number GMAC4060. The Mortgage Loan requires monthly reserve payments
in an amount equal to one-twelfth (1/12th) of three percent (3%) of gross
revenues derived in 1998, four percent (4%) of gross revenue derived in years
1999 to 2001 and five percent (5%) of gross revenue years 2002 and through
term.
Loan Number GMAC1090. In addition to an initial deposit of $1,350,000 into
a tenant improvement and leasing commission reserve, the Mortgage Loan
requires monthly deposits of $22,222.00 into a tenant improvement and leasing
commission reserve for the first eighteen (18) months of the mortgage term.
Loan Number GMAC1250. In addition to an initial deposit of $350,000 into a
tenant improvement and leasing commission holdback reserve, the Mortgage Loan
requires monthly deposits of $3,600.00 into a tenant improvement and leasing
commission reserve until reserve totals $136,000.
Loan Number GMAC2020. The Mortgage Loan requires monthly deposits of
$5,098.16 into a repair reserve until reserve totals $300,000.
Loan Number GMAC2330. In lieu of monthly payments to a tenant improvement
and leasing commission reserve, an initial deposit of $100,000 tenant
improvement and leasing commission reserve was established. In the event that
the amount on deposit in such reserve drops below $100,000, monthly payments
of $2,600.00 will be required until such balance totals $100,000.
Loan Number GMAC2410. The Mortgage Loan requires monthly tenant
improvement and leasing commission of $4,965.00. In the 42nd month of the
Mortgage, monthly payments are reduced to $3,161.00.
Loan Number GMAC2460. The Mortgage Loan requires monthly deposits of
$416.67 into a tenant improvement and leasing commission reserve for the
first two years; $1,500.00 monthly during years three, four, and five;
$2,083.88 monthly for years six through 12.
Loan Number GMAC3250. In lieu of monthly payments to a tenant improvement
and leasing commission reserve, an initial $35,000 reserve was established.
The Mortgage Loan requires that an amount of at least $35,000 be maintained
in the tenant improvement and leasing commission reserve.
Loan Number GMAC 3310. Beginning in year five, the Mortgage Loan requires
an annual deposit of $45,000 plus a monthly deposit equal to the monthly
rental increase above the four-year rent payment into the tenant improvement
and leasing commission reserve. In no event will the annual deposit exceed
$55,000.
Loan Number GMAC3560. The Mortgage Loan requires monthly payments to a
repair reserve only after the occurrence of an event of default or if the
related Mortgaged Property is not maintained on a commercially reasonable
basis.
A-6
<PAGE>
Loan Number GMAC3590. The Mortgage Loan requires monthly deposits of
$1,562.50 into a tenant improvement and leasing commission reserve until
reserve totals $75,000.
YIELD MAINTENANCE CALCULATION TYPE
Prepayment premiums for Mortgage Loans with Yield Maintenance Type 1
generally equal the product of (A) the principal amount being prepaid
(expressed as a percentage of the Stated Principal Balance outstanding
assuming no prepayments have been made) and the (B) excess, if any, as of the
date of determination of (i) the present value (discounted with the
applicable Discount Rate as defined herein plus, in the case of Loan GMAC
1030, a spread of 0.50%) of the remaining monthly payments that would have
been made in respect of the Mortgage Loan until its maturity or ARD date, as
applicable, assuming no prepayments have been or will be made over (ii) the
Stated Principal Balance outstanding assuming no prepayments have been made.
Prepayment premiums for Mortgage Loans with Yield Maintenance Type 2 are
generally equal to the present value (discounted with the applicable Discount
Rate as defined herein plus the Spread as shown in this table) of a stream of
Yield Loss Amounts (as defined below) over a term of the Mortgage Loan's
weighted average life or remaining months to maturity or ARD date, as
applicable. The Yield Loss Amount is equal to the product of (A) 1/12, (B)
the amount of principal being prepaid and (C) the difference between (i) the
Mortgage Rate and (ii) the applicable Discount Rate as defined herein.
<TABLE>
<CAPTION>
YIELD YIELD YIELD
LOAN MAINTENANCE LOAN MAINTENANCE LOAN MAINTENANCE
NUMBER TYPE NUMBER TYPE NUMBER TYPE
- ------------ --------------- ------------ --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
BL9703 N/A GMAC1290 1 GMAC3400 1
TA2271 N/A GMAC1310 1 GMAC3410 1
TA3078 N/A GMAC1320 1 GMAC3450 1
TA0831 N/A GMAC1340 1 GMAC3470 1
TA1432 N/A GMAC1380 1 GMAC3510 1
TA1140 N/A GMAC1410 1 GMAC3560 1
TA0146 N/A GMAC1440 1 GMAC3590 1
WF9701 N/A GMAC1480 1 GMAC4030 1
TA2094 N/A GMAC1490 1 GMAC4080 1
TA2667 N/A GMAC1510 1 GMAC4090 1
TA0541 N/A GMAC1520 1 GMAC4120 1
TA1936 N/A GMAC2030 1 GMAC4130 1
TA2921 N/A GMAC2050 1 TA2456 2
TA1658 N/A GMAC2060 1 GMAC1050 2
WF9703 N/A GMAC2130 1 GMAC1150 2
TA1900 N/A GMAC2140 1 GMAC1210 2
TA1772 N/A GMAC2180 1 GMAC1230 2
GA0175 N/A GMAC2190 1 GMAC1300 2
TA0814 N/A GMAC2260 1 GMAC1330 2
TA1585 N/A GMAC2310 1 GMAC1350 2
TA2090 N/A GMAC2320 1 GMAC1360 2
TA2088 N/A GMAC2330 1 GMAC1370 2
TA1799 N/A GMAC2360 1 GMAC1390 2
TA2414 N/A GMAC2370 1 GMAC1420 2
TA1922 N/A GMAC2380 1 GMAC1470 2
TA2394 N/A GMAC2410 1 GMAC1500 2
TA1898 N/A GMAC2420 1 GMAC1530 2
TA1738 N/A GMAC2440 1 GMAC2040 2
TA2573 N/A GMAC2460 1 GMAC2070 2
GMAC1010 N/A GMAC2480 1 GMAC2090 2
A-7
<PAGE>
YIELD YIELD YIELD
LOAN MAINTENANCE LOAN MAINTENANCE LOAN MAINTENANCE
NUMBER TYPE NUMBER TYPE NUMBER TYPE
- ------------ --------------- ------------ --------------- ------------ ---------------
GMAC1130 N/A GMAC2500 1 GMAC2100 2
GMAC1400 N/A GMAC2510 1 GMAC2120 2
GMAC1450 N/A GMAC2530 1 GMAC2150 2
GMAC2020 N/A GMAC2540 1 GMAC2160 2
GMAC3370 N/A GMAC2550 1 GMAC2200 2
GMAC3380 N/A GMAC2560 1 GMAC2210 2
GMAC3390 N/A GMAC2570 1 GMAC2240 2
GMAC3430 N/A GMAC2620 1 GMAC2270 2
GMAC4010 N/A GMAC2630 1 GMAC2290 2
GMAC4040 N/A GMAC3020 1 GMAC2300 2
GMAC4045 N/A GMAC3030 1 GMAC2340 2
GMAC4050 N/A GMAC3040 1 GMAC2350 2
GMAC4055 N/A GMAC3080 1 GMAC2400 2
GMAC4060 N/A GMAC3120 1 GMAC2450 2
GMAC4100 N/A GMAC3140 1 GMAC2470 2
GMAC4110 N/A GMAC3150 1 GMAC2490 2
GMAC1020 1 GMAC3160 1 GMAC2520 2
GMAC1030 1 GMAC3190 1 GMAC2580 2
GMAC1040 1 GMAC3220 1 GMAC2590 2
GMAC1070 1 GMAC3230 1 GMAC2600 2
GMAC1080 1 GMAC3240 1 GMAC2610 2
GMAC1090 1 GMAC3250 1 GMAC3050 2
GMAC1110 1 GMAC3260 1 GMAC3060 2
GMAC1120 1 GMAC3270 1 GMAC3070 2
GMAC1140 1 GMAC3280 1 GMAC3100 2
GMAC1180 1 GMAC3290 1 GMAC3180 2
GMAC1190 1 GMAC3300 1 GMAC3200 2
GMAC1220 1 GMAC3310 1 GMAC3210 2
GMAC1240 1 GMAC3320 1 GMAC3330 2
GMAC1250 1 GMAC3350 1 GMAC3340 2
GMAC1270 1 GMAC3360 1
</TABLE>
A-8
<PAGE>
<TABLE>
<CAPTION>
LOAN CONTROL LOAN
SELLER NUMBER NUMBER PROPERTY NAME ADDRESS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMACCM 17194 GMAC1010A Alderwood Health Care Center 746 West Spring Street
GMACCM 17194 GMAC1010B Arrowood Residence 430 Martin Road
GMACCM 17194 GMAC1010C Aspenwood Health Care Center 1403 9th Avenue
GMACCM 17194 GMAC1010D Beechwood Health Care Center 2220 State Street
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GMACCM 17194 GMAC1010E Benton Healthcare Center 1409 North Main Street
GMACCM 17194 GMAC1010F Boxwood Health Care Center 418 S. Memorial Park Road
GMACCM 17194 GMAC1010G Cedarwood Health Care Center 136 South Dipper Lane
GMACCM 17194 GMAC1010H Cherrywood Health Care Center 1500 West St. Louis Avenue
GMACCM 17194 GMAC1010I Cisne Health Care Center Watkins Street
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GMACCM 17194 GMAC1010J Cottonwood Health Care Center 820 East Fifth Street
GMACCM 17194 GMAC1010K Dogwood Health Care Center 902 East Arnold Street
GMACCM 17194 GMAC1010L Enfield Healthcare Center One North Wilson Street
GMACCM 17194 GMAC1010M Firwood Health Care Center 520 Fabyan Parkway
GMACCM 17194 GMAC1010N Fondulac Woods Health Care Center 901 Illini Drive
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GMACCM 17194 GMAC1010O Ironwood Health Care Center 910 East Arnold Street
GMACCM 17194 GMAC1010P Jonesboro Healthcare Center Route 127 South
GMACCM 17194 GMAC1010Q Lindenwood Health Care Center 2308 West Nebraska Avenue
GMACCM 17194 GMAC1010R Locustwood Health Care Center 3520 School Street
GMACCM 17194 GMAC1010S Magnolia Wood Health Care Center 900 North Market Street
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GMACCM 17194 GMAC1010T Maplewood Health Care Center 310 Banbury Road
GMACCM 17194 GMAC1010U McLeansboro Healthcare Center 405 West Carpenter
GMACCM 17194 GMAC1010V Oakwood Health Care Center 605 East Church Street
GMACCM 17194 GMAC1010W Olivewood Health Care Center 2116 South 3rd Street
GMACCM 17194 GMAC1010X Palmwood Health Care Center 600 South Maple Street
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GMACCM 17194 GMAC1010Y Pinewood Health Care Center 515 East Euclid Avenue
GMACCM 17194 GMAC1010Z Pittsfield Healthcare Center 1400 East Washington Street
GMACCM 17194 GMAC1010AA Rosiclare Healthcare Center Route 1, Box 55A
GMACCM 17194 GMAC1010AB Scotchwood Health Care Center 1925 South Main Street
GMACCM 17194 GMAC1010AC Sprucewood Health Care Center 400 West Grant Street
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GMACCM 17194 GMAC1010AD Westabbe Healthcare Center 2301 West Monroe Street
GMACCM 17194 GMAC1010AE Willow Wood Health Care Center 430 Martin Road
GMACCM 17194 GMAC1010AF Anahuac Healthcare Center Front Street
GMACCM 17194 GMAC1010AH Anson Healthcare Center 125 Avenue J
GMACCM 17194 GMAC1010AI Borger Healthcare Center 1316 South Florida
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GMACCM 17194 GMAC1010AJ Canton Healthcare Center 1661 South Buffalo Street
GMACCM 17194 GMAC1010AK Carthage Healthcare Center 701 South Market Street
GMACCM 17194 GMAC1010AL Cedar Hill Healthcare Center 230 South Clark Road
GMACCM 17194 GMAC1010AM Centerville Healthcare Center 103 Teakwood Drive
GMACCM 17194 GMAC1010AN Childress Healthcare Center 1200 7th Street NW
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GMACCM 17194 GMAC1010AO Claystone Healthcare Center 1107 South Clay Street
GMACCM 17194 GMAC1010AP Coleman Healthcare Center 2713 Commercial Avenue
GMACCM 17194 GMAC1010AQ Coronado Healthcare Center 1502 West Kentucky Avenue
GMACCM 17194 GMAC1010AR Country Inn Healthcare Center 615 East Main Street
GMACCM 17194 GMAC1010AS Cross Country Healthcare Center 1514 Indian Creek Drive
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GMACCM 17194 GMAC1010AT Eastland Healthcare Center 1405 West Commerce Street
GMACCM 17194 GMAC1010AU Electra Healthcare Center 511 South Bailey
GMACCM 17194 GMAC1010AV Evergreen Healthcare Center 406 East 7th Street
GMACCM 17194 GMAC1010AW Frankston Healthcare Center Highway 155
GMACCM 17194 GMAC1010AX Garden Terrace Healthcare Center 1224 Corvadura Street
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010AY Gibson Healthcare Center 1000 North Broadway
GMACCM 17194 GMAC1010AZ Gilmer Healthcare Center 1704 North Bradford Street
GMACCM 17194 GMAC1010BA Graham Healthcare Center 1309 Brazos Street
GMACCM 17194 GMAC1010BB Graham Living Center 1201 Cherry Street
GMACCM 17194 GMAC1010BC Hamilton Healthcare Center 910 East Pierson Street
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010BD Haskell Healthcare Center 1504 North 1st Street
GMACCM 17194 GMAC1010BE Hearne Healthcare Center 1101 Brown Street
GMACCM 17194 GMAC1010BF Hill Country Healthcare Center 507 East Green Street
GMACCM 17194 GMAC1010BG Holiday Lodge Healthcare Center 425 SW Avenue F
GMACCM 17194 GMAC1010BH Jacksboro Healthcare Center 211 East Jasper Street
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010BI Jacksonville Healthcare Center 407 Bonita Street
GMACCM 17194 GMAC1010BJ Jeffrey Place Healthcare Center 820 Jeffrey Street
GMACCM 17194 GMAC1010BK Kaufman Healthcare Center 3001 South Houston Street
GMACCM 17194 GMAC1010BL Kermit Healthcare Center 2000 East School Street
GMACCM 17194 GMAC1010BM Lake Jackson Healthcare Center 413 Garland Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010BN Lamesa Healthcare Center 1818 North 7th Street
GMACCM 17194 GMAC1010BO Laporte Healthcare Center 208 South Utah Street
GMACCM 17194 GMAC1010BP Lindale Healthcare Center 215 Margaret Street
GMACCM 17194 GMAC1010BQ McKinney Healthcare Center 2030 West University Drive
GMACCM 17194 GMAC1010BS Nederland Healthcare Center 3600 North Twin City Highway
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010BT Olney Healthcare Center 1302 West Payne Street
GMACCM 17194 GMAC1010BU Overton Healthcare Center Highway 135 South
GMACCM 17194 GMAC1010BV Palacios Healthcare Center 1414 Fourth Street
GMACCM 17194 GMAC1010BW Palestine Healthcare Center 1816 Tile Factory Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010BX Paris Healthcare Center 610 Deshong Drive
GMACCM 17194 GMAC1010BY Red River Healthcare Center 319 Paris Road
GMACCM 17194 GMAC1010BZ Regency Manor Healthcare and Rehabilitation Center 3011 West Adams Avenue
GMACCM 17194 GMAC1010CA Renfro Healthcare Center 1413 West Main Street
GMACCM 17194 GMAC1010CB Riverside Healthcare and Rehabilitation Center 609 Rio Concho Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010CC Roscoe Healthcare Center 201 Cypress Street
GMACCM 17194 GMAC1010CD Rotan Healthcare Center 711 East Fifth Street
GMACCM 17194 GMAC1010CE Sage Healthcare Center 1201 North 15th Street
GMACCM 17194 GMAC1010CF Snyder Healthcare Center 5311 Big Spring Highway
GMACCM 17194 GMAC1010CG South Plains Healthcare Center 1101 East Lake Street
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17194 GMAC1010CH Sweetwater Healthcare Center 1600 Josephine Street
GMACCM 17194 GMAC1010CI Throckmorton Healthcare Center 1000 Minter Nursing Avenue
GMACCM 17194 GMAC1010CJ Valley View Healthcare Center 700 South Ostrom Street
GMACCM 17194 GMAC1010CK Van Healthcare Center 201 South Oak Street
GMAC1010 SENIOR LIVING PROPERTIES PORTFOLIO SUMMARY
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17239 GMAC4060 Renaissance, Washington, D.C. Hotel 999 9th Street NE
ALLIANCE PORTFOLIO
GACC 18 GA0175-1 Audobon Park Apartments 5800 Northwest Drive
GACC 18 GA0175-2 Preston Valley Apartments 5631 Spring Valley Road
GACC 18 GA0175-3 Commerce Park Apartments 15330 Ella Boulevard
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GACC 18 GA0175-4 The Falls on Clearwood Apartments 613 Clearwood Road
GACC 18 GA0175-5 The Forum Plaza Apartments 10101 Forum Park Drive
GACC 18 GA0175-6 The Holly Ridge Apartments 2504 Ivy Brook Court
GACC 18 GA0175-7 The Remington Oaks Apartments 1601 Weyland Drive
GACC 18 GA0175-8 The Somerset I & II Apartments 8001 West Tidwell
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GA0175 ALLIANCE PORTFOLIO SUMMARY
GMACCM 16539 GMAC1130 The Madison, Renaissance Hotel 515 Madison Street
GMACCM 16937 GMAC1020 580 Fifth Avenue 580 Fifth Avenue
GMACCM 16837 GMAC1030 Tamarack Village Shopping Center SWC of I-94 and Radio Drive
LOUISIANA PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 1 BL9703-1 Polo Run Apartments 3801 West Napoleon Avenue
GACC 1 BL9703-2 Seasons Apartments 3800 Grandlake Boulevard
GACC 1 BL9703-3 Sunlake Apartments 800 Joe Yenni Boulevard
GACC 1 BL9703-4 Windsong Apartments 1400 West Esplanade Avenue
GACC 1 BL9703-5 Woodlake II Apartments 121 West Esplanade Avenue
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BL9703 LOUISIANA PORTFOLIO SUMMARY
GMACCM 16547 GMAC1040 Trump Tower 725 Fifth Avenue
AMERIPARK LODGE PORTFOLIO
GMACCM 17056 GMAC1050A Camlu Retirement Apartments - Tucson 102 South Sherwood Village
GMACCM 17056 GMAC1050B Camlu Retirement Apartments - Austin 1130 Camino La Costa
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17056 GMAC1050C Camlu Retirement Apartments - Kerrville 135 Plaza Drive
GMACCM 17056 GMAC1050D Camlu Retirement Apartments - Las Vegas 4255 Spencer Street
GMAC1050 AMERIPARK LODGE PORTFOLIO SUMMARY
GMACCM 16810 GMAC1070 The Market Place at River Park NWC of North Blackstone and
CROSSED GROUP 1 Alluvial Avenues
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16725 GMAC1240 Country Club Terrace Apartments 5404 East Cortland Boulevard
GMACCM 16724 GMAC1310 Country Club Meadows 5303 East Cortland Boulevard
GMACCM 16726 GMAC1520 Country Club Vista Apartments 5250 East Cortland Boulevard
CROSSED GROUP 1 SUMMARY
GACC 19 TA0814 One Old Country Road One Old Country Road
- -----------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMACCM 17093 GMAC4050 Ulster Business Complex - Fleet 201 - 203 Enterprise Drive
GMACCM 17353 GMAC4055 Ulster Business Complex - IBM 42 and 43 Enterprise Drive
CROSSED GROUP 2 SUMMARY
GMACCM 16964 GMAC1080 Northridge Apartments 1204 Sherwood Court
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16609 GMAC1090 K-Mart Distribution Center 90 Salem Street
GMACCM 15888 GMAC1110 Salt Pond Shopping Center 91 Point Judith Road
GMACCM 17088 GMAC3310 Nickelodeon Studio Center 231 West Olive Avenue
GMACCM 17054 GMAC4110 Aquia Towne Center US Route 1 and Route 610
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16614 GMAC1120A Village of Windhover 104 Sandburg Place
GMACCM 16614 GMAC1120B Canby Park Apartments 1600 Bonwood Road
GMAC1120 VILLAGE OF WINDHOVER/CANBY PARK APTS. SUMMARY
CROSSED GROUP 3
GMACCM 16174 GMAC1350 William Penn Health Care Center 2020 Ader Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16173 GMAC1470 Loyalhanna Health Care Center Ligonier Street Extension,
RR2 Box 14
CROSSED GROUP 3 SUMMARY
GMACCM 16947 GMAC3370 Renaissance Orlando Hotel - Airport 5445 Forbes Place
GMACCM 17075 GMAC4010 Glendale Park Apartments I & II 8801 and 8811 Gustine Lane
GACC 2 TA2271 Hollywood Plaza 8148 International Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16691 GMAC1140 Zion Factory Stores 250 North Red Cliff Drive
GACC 3 TA3078 Takoma Langley Crossroads Ctr. New Hampshire Ave/University Blvd
GMACCM 16826 GMAC1150 12 Oaks Irving Retirement Village 820 North Britain Road
GMACCM 16988 GMAC3380 Heathman Hotel 1001 SW Broadway Street
GMACCM 16761 GMAC1180 1200 Ross Garage 1200 Ross Avenue
- -----------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMACCM 16916 GMAC1190A Gatehouse Apartments 907 Woodlane Road
GMACCM 16916 GMAC1190B Cooperstown Apartments 1306 Cooper Street
GMACCM 16916 GMAC1190C Cedar Park Apartments 821 North Main Road
GMACCM 16916 GMAC1190D Camelot Court Apartments 430 West Walnut Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1190 WEINERMAN PORTFOLIO SUMMARY
GMACCM 16825 GMAC1210 12 Oaks East Retirement Village 3305 Dilido Road
GMACCM 16960 GMAC1220 Sun Valley Apartments 2955 North 400 West
LICATA PORTFOLIO
GACC 4 TA0831-1 111 South Harrison Street 111 South Harrison Street
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 4 TA0831-2 195 Prospect Street Apartments 195 Prospect Street
GACC 4 TA0831-3 158 South Harrison Street 158 South Harrison Street
GACC 4 TA0831-4 25 Van Velsor Place 25 Van Velsor Place
GACC 4 TA0831-5 36-40 South Munn Street 36-40 South Munn Street
GACC 4 TA0831-6 4 Chestnut Street 4 Chestnut Street
- -----------------------------------------------------------------------------------------------------------------------------------
TA0831 LICATA PORTFOLIO SUMMARY
GMACCM 16876 GMAC1230 AIMCO - Foxtree Apartments 2100 North Scottsdale Road
GACC 5 TA1432 Newpark Plaza Shopping Ctr. 5222-5810 Newpark Mall Road
GMACCM 16571 GMAC1250 Timberhill Shopping Center 2359 NW Kings Boulevard
GMACCM 16987 GMAC3390 Clarion Hotel 6233 NE 78th Court
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17004 GMAC1270 Calabasas Business Park 23801 Calabasas Road
GMACCM 16658 GMAC1290 Plaza at the Quorum II 4980 Beltline Road
GMACCM 16874 GMAC1300 AIMCO - Timbertree Apartments 2800 West Sahuaro Drive
GMACCM 17279 GMAC3430 Roslyn Claremont Hotel 1221 Old Northern Boulevard
GMACCM 16807 GMAC1320 Imperial Promenade Retail Center 5645 - 5675 East La Palma Avenue
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16870 GMAC1330 AIMCO - Orchidtree Apartments 6801 East Camelback Road
GACC 23 TA1585 Grossmont Trolley Center 8401-8555 Fletcher Parkway
GACC 6 TA1140 The Lewis Tower 225 South 15th Street
GMACCM 16847 GMAC1340 Queens Manor Apartments 4615 27th Street
GMACCM 16891 GMAC1360 AIMCO - Freedom Place Club Apartments 8335 Freedom Crossing Trail
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16257 GMAC3560 Maple-Telegraph Shopping Center SE Corner of Maple and Telegraph
Road
GACC 7 TA0146 Southern Cross Shopping Center 1801-1899 South Neveda Avenue
GMACCM 16686 GMAC1370 Garden Village Retirement Center 8550 North Granby Avenue
GMACCM 17063 GMAC1380 Heritage Apartments 910 Heritage Court
GMACCM 16895 GMAC1390 AIMCO - Yorktree Apartments 201 Flame Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16721 GMAC1400 Hampton Court Nursing Home 16100 NW Second Avenue
GMACCM 17070 GMAC1410 Greenhouse Townhomes Apartments 650 - 740 Fargo Avenue
GMACCM 16633 GMAC1420 Hampton Inn - Southcenter 7200 South 156th Street
GMACCM 16084 GMAC4090 Time Warner Building 31 - 89 and 31 - 99 123rd Street
GMACCM 16739 GMAC1450 Mid America Plaza 7000 and 7100 West Center Road and
7101 Mercy Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16975 GMAC1480 Pacific VU Center 1901 1st and 1958 2nd Avenues
GMACCM 17028 GMAC1440 1000 Tower Lane 1000 Tower Lane
GMACCM 16942 GMAC3320 Henderson Plaza Shopping Center 508 - 544 South Boulder Highway
GMACCM 16553 GMAC1490 Central Corporate Center 3400 Central Avenue
GMACCM 17236 GMAC4100 Wickes Furniture 18850 Hawthorne Boulevard
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16632 GMAC1500 West Coast Bellevue Hotel 625 - 116th Avenue NE
GMACCM 16908 GMAC1510 Highland Club Apartments 20 Eastview Drive
GMACCM 16893 GMAC1530 AIMCO - Windsor Landing Apartments 7120 Southlake Parkway
GACC 24 TA2090 Santa Cruz Plaza 3858-36705 16th Street
GACC 8 WF9701 8200 Preston Court 8200 Preston Court
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16592 GMAC4030 Cigna Healthcare Facility 535 North Wilmot Road
GACC 25 TA2088 Sinaloa Plaza 660 East Los Angeles Ave.
GMACCM 16996 GMAC3400 Heathman Parking Garage 914 SW Taylor Street
GACC 9 TA2094 Fox Animation Studio 2747 East Camelback Road
GMACCM 16458 GMAC2030 Tassajara Village Shopping Center 9000 Crow Canyon Road
- -----------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMACCM 17162 GMAC2020A Arbor Village Apartments 26 B Arbor Village Court
GMACCM 17162 GMAC2020B Brittany Townhouses 7200 Brittany Town Place
GMACCM 17162 GMAC2020C Trotwood Downs Apartments 8507 East Tally Ho Drive
GMAC2020 ARBOR VILLAGE, BRITTANY, TROTWOOD SUMMARY
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 10 TA2667 Galleria West 18900 West Bluemound Road
GMACCM 16959 GMAC2050 Sunmark Office Plaza 133 - 137 - 139 South Pebble Beach
Boulevard
GMACCM 16896 GMAC2040 AIMCO - Hiddentree Apartments 410 Pine Forest Drive
GMACCM 17034 GMAC2060 Plymouth Plaza Shopping Center 1415 - 1495 N. Highway 101
GMACCM 16894 GMAC2070 AIMCO - Islandtree Apartments 2 Johnny Mercer Boulevard
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 11 TA0541 Aloha Mobile Home Park 3100 Hawthorne Street
GMACCM 16875 GMAC2090 AIMCO - Wickertree Apartments 20003 North 23rd Avenue
GMACCM 16522 GMAC3330 Park Inn 5977 Mowry Avenue
GMACCM 16883 GMAC2100 AIMCO - Tall Timbers Apartments 13155 Woodforest Boulevard
GACC 12 TA1936 284 Newbury Street 284 Newbury St.
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16869 GMAC2120 AIMCO - Hazeltree Apartments 2928 East Osborn Road
GMACCM 16731 GMAC2130 Newtown Baker Crossings Shopping Center 649 - 665 Newtown Road
GMACCM 16849 GMAC2140 Tiffany Square Office Plaza 800 Tiffany Boulevard
GACC 26 TA1799 Women's National Republican Club 3 West 51st Street
GMACCM 16877 GMAC2150 AIMCO - Foothills Apartments 5441 North Swan Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16866 GMAC2160 AIMCO - The Arbors and Grovetree Apartments 805 West Brown
GMACCM 16848 GMAC2180 Fox Run Apartments 1600 - 1618 Ashby Square
GACC 27 TA2456 Terminal One 8397 Terminal Road
GMACCM 16797 GMAC2190 Vernon Park Plaza 135 - 141 Talcottville Road
GMACCM 16892 GMAC2200 AIMCO - Beacon Hill Apartments 3301 Henderson Mill
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 28 TA2414 County Square Shopping Center 16-62 Martha Layne Collins Blvd
GMACCM 16717 GMAC2210 Nashville Rehab Hospital 610 Gallatin Road
GMACCM 16999 GMAC4120 Walgreens (Independence) 5400 Independence Avenue
GMACCM 16510 GMAC2240 New Hope Care Center 2586 Buthmann Avenue
GMACCM 16929 GMAC2360 Bice Restaurant of Chicago 158 East Ontario Street
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16997 GMAC3410 Suntek Office Building 9400 and 9450 SW Barnes Road
GMACCM 16851 GMAC2260 Kenley Square Apartments 1150 Kenley Avenue
GMACCM 16757 GMAC3450 New Hope Business Center 4101 Capital Boulevard
GMACCM 16898 GMAC2270 AIMCO - Shadow Lake Apartments 101 Meadowood Street
GMACCM 16878 GMAC2290 AIMCO - Foxbay Apartments 3985 North Stone Avenue
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16882 GMAC2300 AIMCO - Sand Castles Apartments 2751 FM 518
GMACCM 16928 GMAC2310 Crossings Apartments 2001 East Cross Street
CROSSED GROUP 4
GMACCM 17118 GMAC4040 Southern Court Apartments 860 - 890 Southern Avenue SE and
845 - 885 Chesapeake Street SE
GMACCM 17119 GMAC4045 Patton Arms Apartments 5066-5078 Benning Road SE and
5010 Southern Avenue SE
- -----------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 4 SUMMARY
GMACCM 16940 GMAC2330 Shoppes of Weston Road 1700 Weston Road
GMACCM 16948 GMAC2320 Mountain View Business Park 1438 - 1442 East Arrow Highway
GACC 30 TA1922 Jerral Office Building 766 Shrewsbury Avenue
CROSSED GROUP 5
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 17177 GMAC3160 Chula Vista Office Center 637 Third Avenue
GMACCM 17232 GMAC3590 Carlsbad Industrial Park 2080 Las Palmas Drive
CROSSED GROUP 5 SUMMARY
GMACCM 16868 GMAC2340 AIMCO - Colonnade Gardens / Ferntree Apartments 1930 East Camelback Road
GMACCM 16879 GMAC2350 AIMCO - Rivercrest Apartments 1001 West St. Mary's Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16956 GMAC2370 Alpharetta Business Center 11940 Alpharetta Highway
GMACCM 17032 GMAC2380 Green Acres Apartments 6715-6717 Park Heights Ave.,
3602-3610 Clarinth Rd., 3505-3612
Labyrinth Rd., 3607 Fallstaff Rd.
GMACCM 16998 GMAC4130 Walgreens (Linwood) 2501 East Linwood Boulevard
GMACCM 16424 GMAC2410 Braewood Shopping Center 150 South Denton Tap Road
GACC 13 TA2921 600 Winter Street 600 Winter Street
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16889 GMAC2400 AIMCO - Sand Pebble Apartments 11280 Pebble Hills Boulevard
GMACCM 16145 GMAC2420 Central Park Shopping Center 1800 West Irving Boulevard
GMACCM 17113 GMAC3470 Sutters Creek Apartments 2480 Crooks Road
GMACCM 16288 GMAC2440 Rolling Brook Apartments 620 Hickory Drive
GMACCM 16863 GMAC3340 Heritage Nursing Center 1175 Morningside Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 31 TA2394 Hollowbrook Office Bldgs. 15 Myers Corner Road
GMACCM 17223 GMAC3350 South Loop Freeway Office Building 2656 South Loop West
GACC 14 TA1658 Hilgard House Hotel 927 Hilgard Avenue
GMACCM 17169 GMAC4080 Parklynn Apartments 5 Ruth Road
GMACCM 16897 GMAC2450 AIMCO - Pine Creek Apartments 11650 Plaza Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16835 GMAC2460 Marlboro Crossings Shopping Center 12 Route 9 North
GMACCM 16809 GMAC2480 Nicolett VI Business Campus 151 East Cliff Road
GMACCM 16890 GMAC2470 AIMCO - Surrey Oaks Apartments 3001 Crystal Springs Road
GMACCM 16886 GMAC2490 AIMCO - Polo Park Apartments 4700 Polo Parkway
GMACCM 17108 GMAC3360 Times Square Shopping Center 2315 - 2405 Michael Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16801 GMAC2570 Town Lift Base 825 Main Street & 838 Park Ave
GMACCM 16910 GMAC2500 Block 44 814 - 822 West Idaho, 211 - 223
North 8th, and 801 - 815 West
Bannock Streets
GMACCM 16665 GMAC2530 Auburn Place Shoppes 3497 - 3501 Holland Road
GMACCM 16498 GMAC2510 400 Morris Avenue 400 Morris Avenue, Building 7,
Denville Technical Center
GMACCM 16871 GMAC2520 AIMCO - Quailtree Apartments 4444 North 7th Avenue
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 32 TA1898 Sunrise Shopping Center 127-135 West Sunrise Highway
GMACCM 16517 GMAC2540 Evergreen Retirement Inn 500 Main Street
GMACCM 16762 GMAC2560 Parkway Plaza 10231 - 10241 - 10251 Metro Parkway
GMACCM 16867 GMAC2580 AIMCO - Blossomtree Apartments 8750 East McDowell Road
GMACCM 16884 GMAC2590 AIMCO - Woodhollow Apartments 3524 Greystone Drive
- -----------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
GACC 33 TA1738-1 Dolik Industrial 1400 Combermere Street
GACC 33 TA1738-2 Dolik Industries 2944-46 and 2950 Waterview Drive
TA1738 DOLIK PORTFOLIO SUMMARY
GMACCM 16887 GMAC2600 AIMCO - Wildflower Apartments 4301 Raleigh Court
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16872 GMAC2610 AIMCO - Shadetree Apartments 801 East McKellips Road
GMACCM 16955 GMAC2620 Parkridge 85 North Office Building 3125 Presidential Parkway
GMACCM 16958 GMAC2630 5200 Panola Industrial Boulevard 5200 Panola Industrial Boulevard
GMACCM 17102 GMAC2550 Mount Pleasant Heights Apartments 6502 McClean Boulevard
GACC 15 WF9703 Paca Drive Industrial 1308 Continental Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16957 GMAC3020 30 Perimeter Park Office Building 30 Perimeter Park Drive
DAIBES APARTMENTS
GMACCM 16924 GMAC3040A Daibes Apartments - 12 Liberty Place 12 Liberty Place
GMACCM 16924 GMAC3040B Daibes Apartments, Hudson Croissant 9005 Third Avenue
GMAC3040 DAIBES APARTMENTS SUMMARY
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16971 GMAC3030 Chippewa Medical Office Building 6555 Chippewa Street
GMACCM 16888 GMAC3050 AIMCO - Wydewood Apartments 4715 West Wadley Avenue
GMACCM 16223 GMAC3070 Studio City Retirement Villa 4509 Laurel Canyon Boulevard
GMACCM 16662 GMAC3510 Vista La Jolla Corporate Center 4747 Morena Boulevard
GMACCM 17049 GMAC3060 The Holiday Retirement Home 30 Sayles Hill Road
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16666 GMAC3080 University Shoppes 5660 Indian River Road
GACC 34 TA2573 Brookmanor Apartments 313-321 Schaffer Avenue
GMACCM 16873 GMAC3100 AIMCO - Silktree Apartments 4815 East Thomas Road
GMACCM 16695 GMAC3120 Pico - Santee Building 218 - 230 East Pico Boulevard /
1301 South Santee Street
GMACCM 17000 GMAC3140 8 and 20 Rose Avenue Apartments 8 and 20 Rose Avenue
- -----------------------------------------------------------------------------------------------------------------------------------
GACC 16 TA1900 The Wellmont at Montclair 408 Bloomfield Avenue
GMACCM 16708 GMAC3150 La Costa Place Apartments 2641 West Butler Drive
GMACCM 16885 GMAC3180 AIMCO - Olmos Club Apartments 800 Basse Road
GMACCM 16773 GMAC3190 Heatherwood I Apartments 1005-D Airport Road (Hoagland
Boulevard)
GMACCM 16881 GMAC3200 AIMCO - Brant Rock Apartments 12906 Brant Rock Drive
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16880 GMAC3210 AIMCO - Twinbridge Apartments 201 West Blacklidge Drive
GMACCM 16953 GMAC3220 Amwiler West Office Building 2845 Amwiler Road
GMACCM 16954 GMAC3230 1800 Roswell Road 1800 Roswell Road
GMACCM 16304 GMAC3300 Sunrise I Apartments 3805 South Hopkins Avenue
GACC 17 TA1772 Trenton Chateau Apartments 14610-14664 Middle Gibralter Rd.
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16861 GMAC3250 Kaysville Plaza 12 - 66 South Main
GMACCM 16598 GMAC3270 Valjean Avenue 6917 - 6921 Valjean Avenue
GMACCM 16482 GMAC3260 Sunnyvale Nursing and Rehabilitation Center 1291 South Bernardo Avenue
GMACCM 16734 GMAC3240 Unity Plaza 255 - 295 Barbour Street
GMACCM 16952 GMAC3280 55 Park Square 55 Park Square
- -----------------------------------------------------------------------------------------------------------------------------------
GMACCM 16305 GMAC3290 Sunrise II Apartments 3821 South Hopkins Avenue
<PAGE>
<CAPTION>
LOAN PROPERTY
NUMBER CITY COUNTY STATE ZIP CODE TYPE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A South Elgin Kane Illinois 60177 Nursing, Skilled/Intermediate Care
GMAC1010B Rock Falls Whiteside Illinois 61071 Independent/Assisted Living
GMAC1010C Silvis Rock Island Illinois 61282 Nursing, Skilled/Intermediate Care
GMAC1010D Pekin Tazewell Illinois 61554 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010E Benton Franklin Illinois 62812 Nursing, Skilled/Intermediate Care
GMAC1010F Newman Douglas Illinois 61942 Nursing, Skilled/Intermediate Care
GMAC1010G Decatur Macon Illinois 62522 Nursing, Skilled/Intermediate Care
GMAC1010H Vandalia Fayette Illinois 62471 Nursing, Skilled/Intermediate Care
GMAC1010I Cisne Wayne Illinois 62823 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010J Galesburg Knox Illinois 61402 Nursing, Skilled/Intermediate Care
GMAC1010K Sandwich Dekalb Illinois 60548 Nursing, Skilled/Intermediate Care
GMAC1010L Enfield White Illinois 62835 Nursing, Skilled/Intermediate Care
GMAC1010M Batavia Kane Illinois 60510 Nursing, Skilled/Intermediate Care
GMAC1010N East Peoria Tazewell Illinois 61611 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010O Sandwich Dekalb Illinois 60548 Independent/Assisted Living
GMAC1010P Jonesboro Union Illinois 62952 Nursing, Skilled/Intermediate Care
GMAC1010Q Peoria Peoria Illinois 61604 Nursing, Skilled/Intermediate Care
GMAC1010R Rockford Winnebago Illinois 61103 Nursing, Skilled/Intermediate Care
GMAC1010S Watseka Iroquois Illinois 60970 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010T Elgin Kane Illinois 60542 Nursing, Skilled/Intermediate Care
GMAC1010U McLeansboro Hamilton Illinois 62859 Nursing, Skilled/Intermediate Care
GMAC1010V Kewanee Henry Illinois 61443 Nursing, Skilled/Intermediate Care
GMAC1010W Shelbyville Shelby Illinois 62565 Nursing, Skilled/Intermediate Care
GMAC1010X Piper City Ford Illinois 60959 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y Monmouth Warren Illinois 61462 Nursing, Skilled/Intermediate Care
GMAC1010Z Pittsfield Pike Illinois 62363 Nursing, Skilled/Intermediate Care
GMAC1010AA Rosiclare Hardin Illinois 62363 Nursing, Skilled/Intermediate Care
GMAC1010AB Bloomington McLean Illinois 61701 Nursing, Skilled/Intermediate Care
GMAC1010AC Macomb McDonough Illinois 61455 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD Springfield Sangamon Illinois 62704 Nursing, Skilled/Intermediate Care
GMAC1010AE Rock Falls Whiteside Illinois 61071 Nursing, Skilled/Intermediate Care
GMAC1010AF Anahuac Chambers Texas 77514 Nursing, Skilled/Intermediate Care
GMAC1010AH Anson Jones Texas 79501 Nursing, Skilled/Intermediate Care
GMAC1010AI Borger Hutchinson Texas 79007 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ Canton Van Zandt Texas 75103 Nursing, Skilled/Intermediate Care
GMAC1010AK Carthage Panola Texas 75633 Nursing, Skilled/Intermediate Care
GMAC1010AL Cedar Hill Dallas Texas 75104 Nursing, Skilled/Intermediate Care
GMAC1010AM Centerville Leon Texas 75833 Nursing, Skilled/Intermediate Care
GMAC1010AN Childress Childress Texas 79201 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO Ennis Ellis Texas 75119 Nursing, Skilled/Intermediate Care
GMAC1010AP Coleman Coleman Texas 76834 Nursing, Skilled/Intermediate Care
GMAC1010AQ Pampa Gray Texas 79094 Nursing, Skilled/Intermediate Care
GMAC1010AR Van Van Zandt Texas 75790 Nursing, Skilled/Intermediate Care
GMAC1010AS Brownwood Brown Texas 76801 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT Eastland Eastland Texas 76448 Nursing, Skilled/Intermediate Care
GMAC1010AU Electra Wichita Texas 76360 Nursing, Skilled/Intermediate Care
GMAC1010AV Burkburnett Wichita Texas 76354 Nursing, Skilled/Intermediate Care
GMAC1010AW Frankston Anderson Texas 75763 Nursing, Skilled/Intermediate Care
GMAC1010AX Graham Young Texas 76450 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY Aspermont Stonewall Texas 79502 Nursing, Skilled/Intermediate Care
GMAC1010AZ Gilmer Upshur Texas 75644 Nursing, Skilled/Intermediate Care
GMAC1010BA Graham Young Texas 76450 Nursing, Skilled/Intermediate Care
GMAC1010BB Graham Young Texas 76450 Independent/Assisted Living
GMAC1010BC Hamilton Hamilton Texas 76531 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD Haskell Haskell Texas 79521 Nursing, Skilled/Intermediate Care
GMAC1010BE Hearne Robertson Texas 77859 Nursing, Skilled/Intermediate Care
GMAC1010BF Llano Llano Texas 78643 Nursing, Skilled/Intermediate Care
GMAC1010BG Hamlin Jones Texas 79520 Nursing, Skilled/Intermediate Care
GMAC1010BH Jacksboro Jack Texas 76458 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI Jacksonville Cherokee Texas 75766 Nursing, Skilled/Intermediate Care
GMAC1010BJ Waco McLennan Texas 76170 Nursing, Skilled/Intermediate Care
GMAC1010BK Kaufman Kaufman Texas 75142 Nursing, Skilled/Intermediate Care
GMAC1010BL Kermit Winkler Texas 79745 Nursing, Skilled/Intermediate Care
GMAC1010BM Lake Jackson Brazoria Texas 77566 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN Lamesa Dawson Texas 79331 Nursing, Skilled/Intermediate Care
GMAC1010BO La Porte Harris Texas 77571 Nursing, Skilled/Intermediate Care
GMAC1010BP Lindale Smith Texas 75771 Nursing, Skilled/Intermediate Care
GMAC1010BQ McKinney Collin Texas 75070 Nursing, Skilled/Intermediate Care
GMAC1010BS Nederland Jefferson Texas 77627 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT Olney Young Texas 76376 Nursing, Skilled/Intermediate Care
GMAC1010BU Overton Rusk Texas 75684 Nursing, Skilled/Intermediate Care
GMAC1010BV Palacios Matagorda Texas 77465 Nursing, Skilled/Intermediate Care
GMAC1010BW Palestine Anderson Texas 75801 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX Paris Lamar Texas 75460 Nursing, Skilled/Intermediate Care
GMAC1010BY Bogata Red River Texas 75417 Nursing, Skilled/Intermediate Care
GMAC1010BZ Temple Bell Texas 76504 Nursing, Skilled/Intermediate Care
GMAC1010CA Waxahachie Ellis Texas 75165 Nursing, Skilled/Intermediate Care
GMAC1010CB San Angelo Tom Green Texas 76903 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC Roscoe Nolan Texas 79545 Nursing, Skilled/Intermediate Care
GMAC1010CD Rotan Fisher Texas 79546 Nursing, Skilled/Intermediate Care
GMAC1010CE Lamesa Dawson Texas 79331 Nursing, Skilled/Intermediate Care
GMAC1010CF Snyder Scurry Texas 79549 Nursing, Skilled/Intermediate Care
GMAC1010CG Brownfield Terry Texas 79316 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH Sweetwater Nolan Texas 79556 Nursing, Skilled/Intermediate Care
GMAC1010CI Throckmorton Throckmorton Texas 76483 Nursing, Skilled/Intermediate Care
GMAC1010CJ Eastland Eastland Texas 76448 Nursing, Skilled/Intermediate Care
GMAC1010CK Van Van Zandt Texas 75790 Nursing, Skilled/Intermediate Care
GMAC1010
- --------------------------------------------------------------------------------------------------------------------------------
GMAC4060 Washington NAP District of Columbia 20001 Hospitality
ALLIANCE PORTFOLIO
GA0175-1 Mesquite Dallas Texas 75150 Multifamily
GA0175-2 Dallas Dallas Texas 75240 Multifamily
GA0175-3 Houston Harris Texas 77090 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GA0175-4 Richardson Dallas Texas 75081 Multifamily
GA0175-5 Houston Harris Texas 77036 Multifamily
GA0175-6 Arlington Tarrant Texas 76006 Multifamily
GA0175-7 North Richland Hills Tarrant Texas 76180 Multifamily
GA0175-8 Houston Harris Texas 77077 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GA0175
GMAC1130 Seattle King Washington 98104 Hospitality
GMAC1020 New York New York New York 10036 Office
GMAC1030 Woodbury Washington Minnesota 55125 Retail
LOUISIANA PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------
BL9703-1 Metairie Jefferson Parish Louisiana 70001 Multifamily
BL9703-2 Kenner Jefferson Parish Louisiana 70065 Multifamily
BL9703-3 Kenner Jefferson Parish Louisiana 70065 Multifamily
BL9703-4 Kenner Jefferson Parish Louisiana 70065 Multifamily
BL9703-5 Kenner Jefferson Parish Louisiana 70065 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
BL9703
GMAC1040 New York New York New York 10022 Mixed Use
AMERIPARK LODGE PORTFOLIO
GMAC1050A Tucson Pima Arizona 85710 Independent/Assisted Living
GMAC1050B Austin Travis Texas 78752 Independent/Assisted Living
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1050C Kerrville Kerr Texas 78028 Independent/Assisted Living
GMAC1050D Las Vegas Clark Nevada 89119 Independent/Assisted Living
GMAC1050
GMAC1070 Fresno Fresno California 93720 Retail
CROSSED GROUP 1
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1240 Flagstaff Coconino Arizona 86004 Multifamily
GMAC1310 Flagstaff Coconino Arizona 86004 Multifamily
GMAC1520 Flagstaff Coconino Arizona 86004 Multifamily
TA0814 Carle Place Nassau New York 11514 Office
- --------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 Ulster Ulster New York 12401 Office
GMAC4055 Ulster Ulster New York 12401 Industrial
GMAC1080 Rochester Hills Oakland Michigan 48307 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1090 Billerica Middlesex Massachusetts 01821 Industrial
GMAC1110 Naragansett Washington Rhode Island 02882 Retail
GMAC3310 Burbank Los Angeles California 91502 Special Purpose
GMAC4110 Aquia Stafford Virginia 22554 Retail
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1120A Newark New Castle Delaware 19702 Multifamily
GMAC1120B Christiana Hundred New Castle Delaware 19805 Multifamily
GMAC1120
CROSSED GROUP 3
GMAC1350 Jeannette Westmoreland Pennsylvania 15644 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1470 Latrobe Westmoreland Pennsylvania 15650 Nursing, Skilled/Intermediate Care
GMAC3370 Orlando Orange Florida 32812 Hospitality
GMAC4010 Houston Harris Texas 77031 Multifamily
TA2271 Orlando Orange Florida 32819 Retail
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1140 St. George Washington Utah 84790 Retail
TA3078 Tokoma Park Montgomery Maryland 20783 Retail
GMAC1150 Irving Dallas Texas 75061 Independent/Assisted Living
GMAC3380 Portland Multnomah Oregon 97205 Hospitality
GMAC1180 Dallas Dallas Texas 75202 Special Purpose
- --------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A Edgewater Park Burlington New Jersey 08010 Multifamily
GMAC1190B Edgewater Park Burlington New Jersey 08010 Multifamily
GMAC1190C Vineland Cumberland New Jersey 08360 Multifamily
GMAC1190D Vineland Cumberland New Jersey 08360 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1190
GMAC1210 Dallas Dallas Texas 75228 Independent/Assisted Living
GMAC1220 Layton Davis Utah 84041 Multifamily
LICATA PORTFOLIO
TA0831-1 East Orange Essex County New Jersey 07018 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
TA0831-2 East Orange Essex County New Jersey 07017 Multifamily
TA0831-3 East Orange Essex County New Jersey 07018 Multifamily
TA0831-4 Newark Essex County New Jersey 07112 Multifamily
TA0831-5 East Orange Essex County New Jersey 07018 Multifamily
TA0831-6 East Orange Essex County New Jersey 07018 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
TA0831
GMAC1230 Tempe Maricopa Arizona 85281 Multifamily
TA1432 Newark Alameda California 94560 Retail
GMAC1250 Corvallis Benton Oregon 97330 Retail
GMAC3390 Portland Multnomah Oregon 97218 Hospitality
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1270 Calabasas Los Angeles California 91302 Office
GMAC1290 Addison Dallas Texas 75240 Retail
GMAC1300 Phoenix Maricopa Arizona 85029 Multifamily
GMAC3430 Roslyn Nassau New York 11576 Hospitality
GMAC1320 Anaheim Orange California 92807 Retail
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1330 Scottsdale Maricopa Arizona 85251 Multifamily
TA1585 La Mesa San Diego California 91942 Retail
TA1140 Philadelphia Philadelphia Pennsylvania 19102 Office
GMAC1340 Mount Rainier Prince George Maryland 20712 Multifamily
GMAC1360 Jacksonville Duval Florida 32256 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3560 Bloomfield Township Oakland Michigan 48301 Retail
TA0146 Colorado Springs El Paso Colorado 80906 Retail
GMAC1370 Kansas City Platte Missouri 64154 Independent/Assisted Living
GMAC1380 St. Charles St. Charles Missouri 63303 Multifamily
GMAC1390 Carol Stream Dupage Illinois 60188 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1400 North Miami Beach Dade Florida 33169 Nursing, Rehabilitation
GMAC1410 San Leandro Alameda California 94579 Multifamily
GMAC1420 Tukwila King Washington 98188 Hospitality
GMAC4090 New York Queens New York 11354 Mixed Use
GMAC1450 Omaha Douglas Nebraska 68106 Office
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1480 San Diego San Diego California 92101 Mixed Use
GMAC1440 Bensenville DuPage Illinois 60007 Office
GMAC3320 Henderson Clark Nevada 89015 Retail
GMAC1490 Riverside Riverside California 92506 Office
GMAC4100 Torrance Los Angeles California 90504 Retail
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1500 Bellevue King Washington 98004 Hospitality
GMAC1510 Watervliet Albany New York 12189 Multifamily
GMAC1530 Morrow Clayton Georgia 30260 Multifamily
TA2090 Tucson Pima Arizona 85713 Retail
WF9701 Jessup Howard Maryland 20794 Industrial
- --------------------------------------------------------------------------------------------------------------------------------
GMAC4030 Tucson Pima Arizona 85711 Office
TA2088 Simi Valley Ventura California 93605 Retail
GMAC3400 Portland Multnomah Oregon 97205 Special Purpose
TA2094 Phoenix Maricopa Arizona 85016 Office
GMAC2030 Danville Contra Costa California 94506 Retail
- --------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A Ferguson St. Louis Missouri 63135 Multifamily
GMAC2020B Hazelwood St. Louis Missouri 63042 Multifamily
GMAC2020C Hazelwood St. Louis Missouri 63042 Multifamily
GMAC2020
- --------------------------------------------------------------------------------------------------------------------------------
TA2667 Brookfield Waukesha Wisconsin 53045 Retail
GMAC2050 Sun City Center Hillsborough Florida 33571 Office
GMAC2040 East Lansing Ingham Michigan 48823 Multifamily
GMAC2060 Plymouth Hennepin Minnesota 55447 Retail
GMAC2070 Whitsmarsh Island Chatham Georgia 31410 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
TA0541 Sarasota Sarasota Florida 34239 Mobile Home Park
GMAC2090 Phoenix Maricopa Arizona 85027 Multifamily
GMAC3330 Newark Alameda California 94560 Hospitality
GMAC2100 Houston Harris Texas 77015 Multifamily
TA1936 Boston Suffolk Massachusetts 02115 Mixed Use
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2120 Phoenix Maricopa Arizona 85016 Multifamily
GMAC2130 Virginia Beach Virginia Beach Virginia 23462 Retail
GMAC2140 Rocky Mount Nash North Carolina 27802 Office
TA1799 New York New York New York 10019 Mixed Use
GMAC2150 Tucson Pima Arizona 85718 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2160 Tempe Maricopa Arizona 85281 Multifamily
GMAC2180 Edgewood Harford Maryland 21040 Multifamily
TA2456 Newington Fairfax Virginia 22079 Industrial
GMAC2190 Vernon Tolland Connecticut 06066 Retail
GMAC2200 Chamblee DeKalb Georgia 30341 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
TA2414 Cold Spring Campbell Kentucky 41076 Retail
GMAC2210 Nashville Davidson Tennessee 37206 Hospital, Specialized
GMAC4120 Kansas City Jackson Missouri 64123 Retail
GMAC2240 Tracy San Joaquin California 95376 Nursing, Skilled/Intermediate Care
GMAC2360 Chicago Cook Illinois 60611 Retail
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3410 Portland Washington Oregon 97225 Office
GMAC2260 Hagerstown Washington Maryland 21740 Multifamily
GMAC3450 Raleigh Wake North Carolina 27604 Office
GMAC2270 Greensboro Guilford North Carolina 27409 Multifamily
GMAC2290 Tucson Pima Arizona 85705 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2300 League City Galveston Texas 77573 Multifamily
GMAC2310 Tulare Tulare California 93274 Multifamily
CROSSED GROUP 4
GMAC4040 Washington NAP District of Columbia 20032 Multifamily
GMAC4045 Washington NAP District of Columbia 20032 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2330 Weston Broward Florida 33326 Retail
GMAC2320 Irwindale Los Angeles California 91706 Industrial
TA1922 Tinton Falls Monmouth New Jersey 07724 Office
CROSSED GROUP 5
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3160 Chula Vista San Diego California 91910 Office
GMAC3590 Carlsbad San Diego California 92009 Industrial
GMAC2340 Phoenix Maricopa Arizona 85016 Multifamily
GMAC2350 Tucson Pima Arizona 85745 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2370 Alpharetta Fulton Georgia 30201 Mixed Use
GMAC2380 Baltimore Baltimore City Maryland 21215 Multifamily
GMAC4130 Kansas City Jackson Missouri 64128 Retail
GMAC2410 Coppell Dallas Texas 75019 Retail
TA2921 Waltham Middlesex Massachusetts 02154 Industrial
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2400 El Paso El Paso Texas 79936 Multifamily
GMAC2420 Irving Dallas Texas 75061 Retail
GMAC3470 Troy Oakland Michigan 48084 Multifamily
GMAC2440 Huntsville Walker Texas 77340 Multifamily
GMAC3340 Conway Faulkner Arkansas 72032 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
TA2394 Wappinger Falls Dutchess New York 12590 Office
GMAC3350 Houston Harris Texas 77054 Office
TA1658 Los Angeles Los Angeles California 90024 Hospitality
GMAC4080 Elsmere New Castle Delaware 19805 Multifamily
GMAC2450 Clio Genesee Michigan 48420 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2460 Marlboro Monmouth New Jersey 07746 Retail
GMAC2480 Burnsville Dakota Minnesota 55337 Industrial
GMAC2470 Bedford Tarrant Texas 76021 Multifamily
GMAC2490 Midland Midland Texas 79705 Multifamily
GMAC3360 Thousand Oaks Ventura California 91320 Retail
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2570 Park City Summit Utah 84060 Retail
GMAC2500 Boise Ada Idaho 83702 Retail
GMAC2530 Virginia Beach Virginia Beach Virginia 23452 Retail
GMAC2510 Denville Morris New Jersey 07834 Office
GMAC2520 Phoenix Maricopa Arizona 85013 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
TA1898 Freeport Nassau New York 11520 Retail
GMAC2540 Vancouver Clark Washington 98660 Independent/Assisted Living
GMAC2560 Fort Myers Lee County Florida 33912 Industrial
GMAC2580 Scottsdale Maricopa Arizona 85257 Multifamily
GMAC2590 Austin Travis Texas 78731 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1 Troy Oakland Michigan 48083 Industrial
TA1738-2 Rochester Hills Oakland Michigan 48309 Industrial
TA1738
GMAC2600 Midland Midland Texas 79707 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2610 Tempe Maricopa Arizona 85281 Multifamily
GMAC2620 Atlanta DeKalb Georgia 30340 Office
GMAC2630 Decatur DeKalb Georgia 30035 Office
GMAC2550 Baltimore Baltimore City Maryland 21214 Multifamily
WF9703 Abingdon Harford Maryland 21040 Industrial
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3020 Chamblee DeKalb Georgia 30341 Office
DAIBES APARTMENTS
GMAC3040A Weehawken Hudson New Jersey 07087 Multifamily
GMAC3040B North Bergen Hudson New Jersey 07047 Multifamily
GMAC3040
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3030 St. Louis St. Louis Missouri 63109 Office
GMAC3050 Midland Midland Texas 79707 Multifamily
GMAC3070 North Hollywood Los Angeles California 91607 Independent/Assisted Living
GMAC3510 San Diego San Diego California 92117 Office
GMAC3060 Lincoln Providence Rhode Island 02838 Nursing, Skilled/Intermediate Care
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3080 Virginia Beach Virginia Beach Virginia 23464 Retail
TA2573 Salina Onodaga New York 13206 Multifamily
GMAC3100 Phoenix Maricopa Arizona 85018 Multifamily
GMAC3120 Los Angeles Los Angeles California 90015 Retail
GMAC3140 Spring Valley Rockland New York 10977 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
TA1900 Montclair Essex New Jersey 07042 Mixed Use
GMAC3150 Phoenix Maricopa Arizona 85051 Multifamily
GMAC3180 San Antonio Bexar Texas 78212 Multifamily
GMAC3190 Kissimmee Osceola Florida 34741 Multifamily
GMAC3200 Houston Harris Texas 77082 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3210 Tucson Pima Arizona 85705 Multifamily
GMAC3220 Norcross Gwinnett Georgia 30360 Office
GMAC3230 Marietta Cobb Georgia 30062 Office
GMAC3300 Titusville Brevard Florida 32780 Multifamily
TA1772 Gibralter Wayne Michigan 48173 Multifamily
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3250 Kaysville Davis Utah 84037 Retail
GMAC3270 Van Nuys Los Angeles California 91406 Industrial
GMAC3260 Sunnyvale Santa Clara California 94087 Nursing, Rehabilitation
GMAC3240 Hartford Hartford Connecticut 06112 Retail
GMAC3280 Roswell Fulton Georgia 30075 Mixed Use
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3290 Titusville Brevard Florida 32708 Multifamily
<PAGE>
<CAPTION>
% OF AGGREGATE
LOAN OWNERSHIP CROSSED RELATED ORIGINAL CUT-OFF DATE CUT-OFF DATE INTEREST
NUMBER INTEREST LOAN GROUP LOANS BALANCE BALANCE BALANCE TYPE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A Fee
GMAC1010B Fee
GMAC1010C Fee
GMAC1010D Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010E Fee
GMAC1010F Leasehold
GMAC1010G Fee
GMAC1010H Fee
GMAC1010I Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010J Fee
GMAC1010K Fee
GMAC1010L Fee
GMAC1010M Fee
GMAC1010N Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010O Fee
GMAC1010P Fee
GMAC1010Q Fee
GMAC1010R Fee
GMAC1010S Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010T Fee
GMAC1010U Fee
GMAC1010V Leasehold
GMAC1010W Fee
GMAC1010X Leasehold
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y Fee
GMAC1010Z Fee
GMAC1010AA Fee
GMAC1010AB Fee
GMAC1010AC Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD Fee
GMAC1010AE Fee
GMAC1010AF Fee
GMAC1010AH Fee
GMAC1010AI Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ Fee
GMAC1010AK Fee
GMAC1010AL Leasehold
GMAC1010AM Fee
GMAC1010AN Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO Fee
GMAC1010AP Fee
GMAC1010AQ Fee
GMAC1010AR Leasehold
GMAC1010AS Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT Fee
GMAC1010AU Fee
GMAC1010AV Fee
GMAC1010AW Leasehold
GMAC1010AX Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY Leasehold
GMAC1010AZ Leasehold
GMAC1010BA Fee
GMAC1010BB Fee
GMAC1010BC Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD Fee
GMAC1010BE Fee
GMAC1010BF Fee
GMAC1010BG Fee
GMAC1010BH Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI Fee
GMAC1010BJ Fee
GMAC1010BK Fee
GMAC1010BL Fee
GMAC1010BM Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN Fee
GMAC1010BO Fee
GMAC1010BP Fee
GMAC1010BQ Leasehold
GMAC1010BS Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT Fee
GMAC1010BU Fee
GMAC1010BV Fee
GMAC1010BW Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX Fee
GMAC1010BY Leasehold
GMAC1010BZ Fee
GMAC1010CA Leasehold
GMAC1010CB Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC Fee
GMAC1010CD Fee
GMAC1010CE Fee
GMAC1010CF Fee
GMAC1010CG Both Fee/Lease
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH Fee
GMAC1010CI Fee
GMAC1010CJ Fee
GMAC1010CK Leasehold
GMAC1010 $226,000,000 $225,437,229 15.60 FIXED
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC4060 Both Fee/Lease 62,000,000 61,924,861 4.28 Fixed
ALLIANCE PORTFOLIO
GA0175-1 Fee
GA0175-2 Fee
GA0175-3 Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GA0175-4 Fee
GA0175-5 Fee
GA0175-6 Fee
GA0175-7 Fee
GA0175-8 Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GA0175 62,000,000 61,800,612 4.28 FIXED
GMAC1130 Leasehold 49,000,000 48,942,695 3.39 Fixed
GMAC1020 Fee 45,000,000 45,000,000 3.11 Fixed
GMAC1030 Fee 45,000,000 44,852,613 3.10 Fixed
LOUISIANA PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
BL9703-1 Fee
BL9703-2 Fee
BL9703-3 Fee
BL9703-4 Fee
BL9703-5 Fee
- ---------------------------------------------------------------------------------------------------------------------------------
BL9703 36,901,150 36,191,152 2.50 FIXED
GMAC1040 Fee 35,000,000 34,919,372 2.42 Fixed
AMERIPARK LODGE PORTFOLIO
GMAC1050A Fee
GMAC1050B Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1050C Fee
GMAC1050D Fee
GMAC1050 34,520,000 34,386,268 2.38 FIXED
GMAC1070 Both Fee/Lease 25,500,000 25,422,055 1.76 Fixed
CROSSED GROUP 1
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1240 Fee Country Clubs Country Clubs 9,000,000 8,964,469 0.62 Fixed
GMAC1310 Fee Country Clubs Country Clubs 7,900,000 7,868,812 0.54 Fixed
GMAC1520 Fee Country Clubs Country Clubs 5,600,000 5,577,892 0.39 Fixed
--------- --------- ----
22,500,000 22,411,172 1.55
TA0814 Fee 20,760,000 20,744,298 1.44 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 Fee Ulsters Ulsters 16,185,000 15,873,962 1.10 Fixed
GMAC4055 Fee Ulsters Ulsters 4,620,000 4,573,072 0.32 Fixed
--------- --------- ----
20,805,000 20,447,034 1.41
GMAC1080 Fee 17,000,000 16,936,955 1.17 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1090 Fee 16,350,000 16,325,042 1.13 Fixed
GMAC1110 Fee 15,700,000 15,652,390 1.08 Fixed
GMAC3310 Fee 15,400,000 15,330,575 1.06 Fixed
GMAC4110 Fee 15,225,000 15,202,679 1.05 Fixed
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1120A Fee
GMAC1120B Fee
GMAC1120 13,400,000 13,378,055 0.93 FIXED
CROSSED GROUP 3
GMAC1350 Fee Wukich Wukich 7,200,000 7,171,565 0.50 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1470 Fee Wukich Wukich 5,800,000 5,777,094 0.40 Fixed
--------- --------- ----
13,000,000 12,948,658 0.90
GMAC3370 Fee 12,000,000 11,973,636 0.83 Fixed
GMAC4010 Fee 12,000,000 11,971,076 0.83 Fixed
TA2271 Fee 12,000,000 11,962,586 0.83 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1140 Fee 11,600,000 11,564,963 0.80 Fixed
TA3078 Fee 11,250,000 11,233,745 0.78 Fixed
GMAC1150 Fee Blaylock 11,250,000 11,183,827 0.77 Fixed
GMAC3380 Fee Stevenson/Bean 10,350,000 10,327,999 0.71 Fixed
GMAC1180 Fee 10,000,000 9,970,213 0.69 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A Fee
GMAC1190B Fee
GMAC1190C Fee
GMAC1190D Fee
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1190 10,000,000 9,968,325 0.69 FIXED
GMAC1210 Fee Blaylock 9,450,000 9,394,414 0.65 Fixed
GMAC1220 Fee 9,200,000 9,172,371 0.63 Fixed
LICATA PORTFOLIO
TA0831-1 Fee
- ---------------------------------------------------------------------------------------------------------------------------------
TA0831-2 Fee
TA0831-3 Fee
TA0831-4 Fee
TA0831-5 Fee
TA0831-6 Fee
- ---------------------------------------------------------------------------------------------------------------------------------
TA0831 9,100,000 9,046,363 0.63 FIXED
GMAC1230 Fee AIMCO 9,079,651 8,973,776 0.62 Fixed
TA1432 Fee 8,900,000 8,885,193 0.61 Fixed
GMAC1250 Fee 8,700,000 8,667,698 0.60 Fixed
GMAC3390 Fee Stevenson/Bean 8,650,000 8,631,612 0.60 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1270 Fee 8,567,166 8,553,911 0.59 Fixed
GMAC1290 Fee 8,400,000 8,368,936 0.58 Fixed
GMAC1300 Fee AIMCO 8,050,350 7,956,477 0.55 Fixed
GMAC3430 Fee 7,750,000 7,740,771 0.54 Fixed
GMAC1320 Fee 7,500,000 7,477,211 0.52 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1330 Fee AIMCO 7,417,850 7,331,352 0.51 Fixed
TA1585 Both Fee/Lease 7,300,000 7,293,885 0.50 Fixed
TA1140 Fee 7,200,000 7,182,782 0.50 Fixed
GMAC1340 Fee Gross 7,200,000 7,178,079 0.50 Fixed
GMAC1360 Fee AIMCO 7,118,100 7,035,098 0.49 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3560 Fee 7,000,000 6,980,029 0.48 Fixed
TA0146 Fee 7,000,000 6,973,065 0.48 Fixed
GMAC1370 Fee 6,850,000 6,809,066 0.47 Fixed
GMAC1380 Fee 6,800,000 6,783,734 0.47 Fixed
GMAC1390 Fee AIMCO 6,778,609 6,699,565 0.46 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1400 Fee 6,700,000 6,685,351 0.46 Fixed
GMAC1410 Fee 6,525,000 6,508,605 0.45 Fixed
GMAC1420 Fee Eberle 6,250,000 6,221,234 0.43 Fixed
GMAC4090 Fee 6,212,000 6,199,156 0.43 Fixed
GMAC1450 Fee 6,200,000 6,153,174 0.43 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1480 Fee 5,800,000 5,785,961 0.40 Fixed
GMAC1440 Fee 5,750,000 5,740,776 0.40 Fixed
GMAC3320 Fee 5,750,000 5,736,585 0.40 Fixed
GMAC1490 Fee 5,725,000 5,705,140 0.39 Fixed
GMAC4100 Fee 5,700,000 5,695,124 0.39 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC1500 Fee Eberle 5,700,000 5,674,792 0.39 Fixed
GMAC1510 Fee Elkor 5,515,000 5,515,000 0.38 Fixed
GMAC1530 Fee AIMCO 5,564,448 5,499,562 0.38 Fixed
TA2090 Fee 5,440,000 5,435,637 0.38 Fixed
WF9701 Fee James F. Knott 5,515,000 5,255,368 0.36 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC4030 Fee 5,200,000 5,195,834 0.36 Fixed
TA2088 Fee 5,000,000 4,996,037 0.35 Fixed
GMAC3400 Fee Stevenson/Bean 5,000,000 4,992,876 0.35 Fixed
TA2094 Fee 5,000,000 4,987,775 0.35 Fixed
GMAC2030 Fee 4,650,000 4,633,377 0.32 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A Fee
GMAC2020B Fee
GMAC2020C Fee
GMAC2020 4,630,000 4,622,754 0.32 FIXED
- ---------------------------------------------------------------------------------------------------------------------------------
TA2667 Fee 4,550,000 4,539,085 0.31 Fixed
GMAC2050 Fee 4,500,000 4,488,869 0.31 Fixed
GMAC2040 Fee AIMCO 4,505,728 4,453,188 0.31 Fixed
GMAC2060 Fee 4,400,000 4,370,386 0.30 Fixed
GMAC2070 Fee AIMCO 4,301,550 4,251,391 0.29 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
TA0541 Fee 4,200,000 4,193,518 0.29 Fixed
GMAC2090 Fee AIMCO 4,231,700 4,182,355 0.29 Fixed
GMAC3330 Fee 4,200,000 4,172,624 0.29 Fixed
GMAC2100 Fee AIMCO 4,188,250 4,139,412 0.29 Fixed
TA1936 Fee 4,100,000 4,093,351 0.28 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2120 Fee AIMCO 4,140,761 4,092,477 0.28 Fixed
GMAC2130 Fee 4,050,000 4,031,360 0.28 Fixed
GMAC2140 Fee 4,000,000 3,993,827 0.28 Fixed
TA1799 Fee 4,000,000 3,991,184 0.28 Fixed
GMAC2150 Fee AIMCO 3,936,350 3,890,449 0.27 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2160 Fee AIMCO 3,916,538 3,870,868 0.27 Fixed
GMAC2180 Fee Gross 3,840,000 3,828,332 0.26 Fixed
TA2456 Fee 3,800,000 3,797,077 0.26 Fixed
GMAC2190 Fee 3,800,000 3,736,335 0.26 Fixed
GMAC2200 Fee AIMCO 3,685,000 3,642,030 0.25 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
TA2414 Fee 3,500,000 3,497,339 0.24 Fixed
GMAC2210 Fee 3,500,000 3,492,543 0.24 Fixed
GMAC4120 Fee Paul 3,415,000 3,401,529 0.24 Fixed
GMAC2240 Fee 3,400,000 3,385,924 0.23 Fixed
GMAC2360 Fee 3,375,000 3,369,718 0.23 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3410 Fee Stevenson/Bean 3,370,000 3,365,150 0.23 Fixed
GMAC2260 Fee Gross 3,320,000 3,309,892 0.23 Fixed
GMAC3450 Fee 3,270,000 3,264,883 0.23 Fixed
GMAC2270 Fee AIMCO 3,301,100 3,262,607 0.23 Fixed
GMAC2290 Fee AIMCO 3,260,278 3,222,261 0.22 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2300 Fee AIMCO 3,162,500 3,125,623 0.22 Fixed
GMAC2310 Fee Elkor 3,030,000 3,030,000 0.21 Fixed
CROSSED GROUP 4
GMAC4040 Fee Herrick Herrick 2,587,500 2,583,724 0.18 Fixed
GMAC4045 Fee Herrick Herrick 412,500 411,898 0.03 Fixed
------- ------- ----
- ---------------------------------------------------------------------------------------------------------------------------------
3,000,000 2,995,622 0.21
GMAC2330 Fee 3,000,000 2,995,282 0.21 Fixed
GMAC2320 Fee 3,000,000 2,992,565 0.21 Fixed
TA1922 Fee 2,900,000 2,897,769 0.20 Fixed
CROSSED GROUP 5
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3160 Fee Shinohara Shinohara 1,410,000 1,407,867 0.10 Fixed
GMAC3590 Fee Shinohara Shinohara 1,462,500 1,460,287 0.10 Fixed
--------- --------- ----
2,872,500 2,868,154 0.20
GMAC2340 Fee AIMCO 2,901,250 2,867,419 0.20 Fixed
GMAC2350 Fee AIMCO 2,874,703 2,841,182 0.20 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2370 Fee Margolias 2,820,000 2,811,337 0.19 Fixed
GMAC2380 Fee Gross 2,800,000 2,792,868 0.19 Fixed
GMAC4130 Fee Paul 2,800,000 2,788,955 0.19 Fixed
GMAC2410 Fee 2,750,000 2,739,810 0.19 Fixed
TA2921 Fee 2,750,000 2,739,475 0.19 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2400 Fee AIMCO 2,761,550 2,729,348 0.19 Fixed
GMAC2420 Fee 2,725,000 2,717,091 0.19 Fixed
GMAC3470 Fee 2,700,000 2,695,791 0.19 Fixed
GMAC2440 Fee 2,700,000 2,693,361 0.19 Fixed
GMAC3340 Fee 2,686,600 2,681,087 0.19 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
TA2394 Fee 2,500,000 2,498,034 0.17 Fixed
GMAC3350 Fee 2,500,000 2,494,343 0.17 Fixed
TA1658 Fee 2,500,000 2,494,282 0.17 Fixed
GMAC4080 Fee 2,485,000 2,481,051 0.17 Fixed
GMAC2450 Fee AIMCO 2,442,550 2,414,068 0.17 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2460 Fee 2,400,000 2,392,065 0.17 Fixed
GMAC2480 Fee 2,350,000 2,344,187 0.16 Fixed
GMAC2470 Fee AIMCO 2,350,700 2,323,289 0.16 Fixed
GMAC2490 Fee AIMCO 2,328,419 2,301,268 0.16 Fixed
GMAC3360 Fee 2,300,000 2,296,650 0.16 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2570 Fee 2,300,000 2,296,429 0.16 Fixed
GMAC2500 Fee 2,300,000 2,296,307 0.16 Fixed
GMAC2530 Fee Breeden 2,287,000 2,280,106 0.16 Fixed
GMAC2510 Fee 2,260,000 2,252,309 0.16 Fixed
GMAC2520 Fee AIMCO 2,256,308 2,229,998 0.15 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
TA1898 Fee 2,200,000 2,197,427 0.15 Fixed
GMAC2540 Fee 2,200,000 2,195,182 0.15 Fixed
GMAC2560 Fee 2,200,000 2,193,729 0.15 Fixed
GMAC2580 Fee AIMCO 2,147,420 2,122,380 0.15 Fixed
GMAC2590 Fee AIMCO 2,137,086 2,112,166 0.15 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1 Fee
TA1738-2 Fee
TA1738 2,100,000 2,097,412 0.15 FIXED
GMAC2600 Fee AIMCO 2,119,735 2,095,017 0.14 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC2610 Fee AIMCO 2,102,161 2,077,648 0.14 Fixed
GMAC2620 Fee Margolias 2,050,000 2,043,703 0.14 Fixed
GMAC2630 Fee Margolias 2,025,000 2,018,780 0.14 Fixed
GMAC2550 Fee Gross 1,992,000 1,987,393 0.14 Fixed
WF9703 Fee James F. Knott 1,900,000 1,810,552 0.13 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3020 Fee Margolias 1,800,000 1,794,471 0.12 Fixed
DAIBES APARTMENTS
GMAC3040A Fee
GMAC3040B Fee
GMAC3040 1,700,000 1,686,911 0.12 FIXED
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3030 Fee 1,700,000 1,677,521 0.12 Fixed
GMAC3050 Fee AIMCO 1,674,017 1,654,497 0.11 Fixed
GMAC3070 Fee 1,656,000 1,649,298 0.11 Fixed
GMAC3510 Fee 1,650,000 1,648,775 0.11 Fixed
GMAC3060 Fee 1,665,000 1,646,502 0.11 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3080 Fee Breeden 1,600,000 1,595,177 0.11 Fixed
TA2573 Fee 1,600,000 1,595,009 0.11 Fixed
GMAC3100 Fee AIMCO 1,587,911 1,569,395 0.11 Fixed
GMAC3120 Fee 1,500,000 1,490,911 0.10 Fixed
GMAC3140 Fee 1,450,000 1,446,021 0.10 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
TA1900 Fee 1,445,000 1,442,716 0.10 Fixed
GMAC3150 Fee 1,420,000 1,413,845 0.10 Fixed
GMAC3180 Fee AIMCO 1,274,814 1,259,949 0.09 Fixed
GMAC3190 Fee McGrath 1,250,000 1,245,419 0.09 Fixed
GMAC3200 Fee AIMCO 1,241,625 1,227,147 0.08 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3210 Fee AIMCO 1,160,988 1,147,450 0.08 Fixed
GMAC3220 Fee Margolias 1,140,000 1,136,498 0.08 Fixed
GMAC3230 Fee Margolias 1,050,000 1,046,775 0.07 Fixed
GMAC3300 Fee McGrath 1,037,000 1,033,893 0.07 Fixed
TA1772 Fee 1,030,000 1,027,554 0.07 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3250 Fee 1,000,000 998,840 0.07 Fixed
GMAC3270 Fee 1,000,000 994,454 0.07 Fixed
GMAC3260 Fee 1,000,000 988,567 0.07 Fixed
GMAC3240 Fee 910,000 905,063 0.06 Fixed
GMAC3280 Fee Margolias 761,000 758,662 0.05 Fixed
- ---------------------------------------------------------------------------------------------------------------------------------
GMAC3290 Fee McGrath 640,000 637,654 0.04 Fixed
<PAGE>
<CAPTION>
ORIGINAL REMAINING ORIGINAL
MORTGAGE TERM TO TERM TO AMORTIZATION
LOAN RATE MATURITY OR ARD MATURITY OR ARD TERM
NUMBER ACCRUAL METHOD (%) (MONTHS) (MONTHS) (MONTHS)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A
GMAC1010B
GMAC1010C
GMAC1010D
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010E
GMAC1010F
GMAC1010G
GMAC1010H
GMAC1010I
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010J
GMAC1010K
GMAC1010L
GMAC1010M
GMAC1010N
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010O
GMAC1010P
GMAC1010Q
GMAC1010R
GMAC1010S
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010T
GMAC1010U
GMAC1010V
GMAC1010W
GMAC1010X
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y
GMAC1010Z
GMAC1010AA
GMAC1010AB
GMAC1010AC
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD
GMAC1010AE
GMAC1010AF
GMAC1010AH
GMAC1010AI
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ
GMAC1010AK
GMAC1010AL
GMAC1010AM
GMAC1010AN
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO
GMAC1010AP
GMAC1010AQ
GMAC1010AR
GMAC1010AS
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT
GMAC1010AU
GMAC1010AV
GMAC1010AW
GMAC1010AX
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY
GMAC1010AZ
GMAC1010BA
GMAC1010BB
GMAC1010BC
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD
GMAC1010BE
GMAC1010BF
GMAC1010BG
GMAC1010BH
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI
GMAC1010BJ
GMAC1010BK
GMAC1010BL
GMAC1010BM
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN
GMAC1010BO
GMAC1010BP
GMAC1010BQ
GMAC1010BS
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT
GMAC1010BU
GMAC1010BV
GMAC1010BW
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX
GMAC1010BY
GMAC1010BZ
GMAC1010CA
GMAC1010CB
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC
GMAC1010CD
GMAC1010CE
GMAC1010CF
GMAC1010CG
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH
GMAC1010CI
GMAC1010CJ
GMAC1010CK
GMAC1010 ACTUAL / 360 6.810 119 117 300
- ------------------------------------------------------------------------------------------------------------------------------
GMAC4060 Actual / 360 7.500 120 119 300
ALLIANCE PORTFOLIO
GA0175-1
GA0175-2
GA0175-3
- ------------------------------------------------------------------------------------------------------------------------------
GA0175-4
GA0175-5
GA0175-6
GA0175-7
GA0175-8
- ------------------------------------------------------------------------------------------------------------------------------
GA0175 30 / 360 7.143 120 116 360
GMAC1130 30 / 360 7.340 120 119 300
GMAC1020 Actual / 360 6.850 180 176 333
GMAC1030 30 / 360 7.050 120 116 360
LOUISIANA PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------
BL9703-1
BL9703-2
BL9703-3
BL9703-4
BL9703-5
- ------------------------------------------------------------------------------------------------------------------------------
BL9703 30 / 360 6.980 120 114 180
GMAC1040 30 / 360 7.360 180 177 360
AMERIPARK LODGE PORTFOLIO
GMAC1050A
GMAC1050B
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1050C
GMAC1050D
GMAC1050 30 / 360 6.750 120 117 300
GMAC1070 30 / 360 7.400 132 128 360
CROSSED GROUP 1
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1240 30 / 360 7.250 120 115 360
GMAC1310 30 / 360 7.250 120 115 360
GMAC1520 30 / 360 7.250 120 115 360
TA0814 30 / 360 7.405 120 119 360
- ------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 30 / 360 6.910 82 80 82
GMAC4055 30 / 360 6.910 120 118 120
GMAC1080 Actual / 360 6.790 120 116 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1090 30 / 360 7.375 120 118 360
GMAC1110 30 / 360 7.440 120 116 360
GMAC3310 30 / 360 7.630 126 122 300
GMAC4110 Actual / 360 7.390 120 118 360
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1120A
GMAC1120B
GMAC1120 30 / 360 7.020 84 82 360
CROSSED GROUP 3
GMAC1350 Actual / 360 8.450 120 116 311
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1470 Actual / 360 8.450 120 116 311
GMAC3370 30 / 360 7.750 123 121 300
GMAC4010 Actual / 360 7.010 120 118 300
TA2271 30 / 360 7.300 120 116 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1140 30 / 360 7.460 120 116 360
TA3078 30 / 360 7.650 180 178 360
GMAC1150 30 / 360 7.380 120 115 300
GMAC3380 Actual / 360 7.770 183 181 300
GMAC1180 30 / 360 7.530 84 80 360
- ------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A
GMAC1190B
GMAC1190C
GMAC1190D
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1190 30 / 360 7.220 120 116 360
GMAC1210 30 / 360 7.380 120 115 300
GMAC1220 Actual / 360 6.700 120 117 360
LICATA PORTFOLIO
TA0831-1
- ------------------------------------------------------------------------------------------------------------------------------
TA0831-2
TA0831-3
TA0831-4
TA0831-5
TA0831-6
- ------------------------------------------------------------------------------------------------------------------------------
TA0831 30 / 360 7.367 120 115 300
GMAC1230 30 / 360 7.019 240 234 240
TA1432 30 / 360 6.940 120 118 360
GMAC1250 30 / 360 7.560 120 115 360
GMAC3390 Actual / 360 7.770 183 181 300
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1270 Actual / 360 7.130 120 118 360
GMAC1290 30 / 360 7.580 120 115 360
GMAC1300 30 / 360 7.019 240 234 240
GMAC3430 Actual / 360 7.625 123 122 300
GMAC1320 30 / 360 7.430 121 117 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1330 30 / 360 7.019 240 234 240
TA1585 30 / 360 6.890 180 179 360
TA1140 30 / 360 7.220 120 118 300
GMAC1340 30 / 360 7.420 120 116 360
GMAC1360 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3560 30 / 360 7.100 120 117 336
TA0146 30 / 360 7.380 120 115 360
GMAC1370 30 / 360 7.280 120 115 300
GMAC1380 30 / 360 7.170 120 117 360
GMAC1390 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1400 30 / 360 7.780 120 118 300
GMAC1410 30 / 360 6.920 60 57 360
GMAC1420 30 / 360 7.500 120 116 300
GMAC4090 30 / 360 8.125 120 118 300
GMAC1450 30 / 360 7.210 240 236 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1480 30 / 360 7.110 120 117 360
GMAC1440 30 / 360 7.125 120 118 360
GMAC3320 30 / 360 7.375 120 118 300
GMAC1490 30 / 360 7.900 120 115 360
GMAC4100 Actual / 360 7.230 120 119 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC1500 30 / 360 7.750 120 116 300
GMAC1510 30 / 360 7.270 120 116 360
GMAC1530 30 / 360 7.019 240 234 240
TA2090 30 / 360 7.110 180 179 360
WF9701 30 / 360 7.550 180 151 264
- ------------------------------------------------------------------------------------------------------------------------------
GMAC4030 Actual / 360 7.625 120 119 360
TA2088 30 / 360 7.170 180 179 360
GMAC3400 30 / 360 7.720 180 178 360
TA2094 30 / 360 7.080 120 118 300
GMAC2030 30 / 360 7.750 120 115 360
- ------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A
GMAC2020B
GMAC2020C
GMAC2020 30 / 360 7.250 120 118 360
- ------------------------------------------------------------------------------------------------------------------------------
TA2667 30 / 360 7.200 120 118 300
GMAC2050 30 / 360 7.000 120 117 360
GMAC2040 30 / 360 7.019 240 234 240
GMAC2060 30 / 360 7.375 120 117 216
GMAC2070 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
TA0541 30 / 360 7.320 120 118 360
GMAC2090 30 / 360 7.019 240 234 240
GMAC3330 30 / 360 8.875 120 113 300
GMAC2100 30 / 360 7.019 240 234 240
TA1936 30 / 360 7.070 120 118 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2120 30 / 360 7.019 240 234 240
GMAC2130 30 / 360 7.500 186 182 300
GMAC2140 30 / 360 7.320 120 118 360
TA1799 30 / 360 7.730 120 118 300
GMAC2150 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2160 30 / 360 7.019 240 234 240
GMAC2180 30 / 360 7.430 120 116 360
TA2456 30 / 360 7.320 120 119 360
GMAC2190 30 / 360 7.125 150 146 150
GMAC2200 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
TA2414 30 / 360 7.380 120 119 360
GMAC2210 30 / 360 7.940 120 118 300
GMAC4120 30 / 360 6.800 240 238 240
GMAC2240 Actual / 360 8.160 120 116 310
GMAC2360 30 / 360 7.250 120 118 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3410 30 / 360 7.670 180 178 360
GMAC2260 30 / 360 7.420 120 116 360
GMAC3450 30 / 360 7.250 120 118 360
GMAC2270 30 / 360 7.019 240 234 240
GMAC2290 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2300 30 / 360 7.019 240 234 240
GMAC2310 30 / 360 7.070 120 116 360
CROSSED GROUP 4
GMAC4040 30 / 360 7.600 120 118 360
GMAC4045 30 / 360 7.600 120 118 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2330 Actual / 360 7.050 120 118 360
GMAC2320 30 / 360 6.990 120 117 360
TA1922 30 / 360 7.320 120 119 360
CROSSED GROUP 5
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3160 30 / 360 7.420 120 118 360
GMAC3590 30 / 360 7.420 120 118 360
GMAC2340 30 / 360 7.019 240 234 240
GMAC2350 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2370 30 / 360 7.375 120 116 360
GMAC2380 30 / 360 6.850 120 117 360
GMAC4130 30 / 360 6.800 240 238 240
GMAC2410 30 / 360 7.570 120 115 360
TA2921 30 / 360 7.050 120 118 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2400 30 / 360 7.019 240 234 240
GMAC2420 30 / 360 7.660 120 116 360
GMAC3470 30 / 360 7.270 120 118 360
GMAC2440 30 / 360 7.030 120 117 360
GMAC3340 Actual / 360 7.980 120 118 300
- ------------------------------------------------------------------------------------------------------------------------------
TA2394 30 / 360 7.210 120 119 360
GMAC3350 30 / 360 7.450 84 81 360
TA1658 30 / 360 7.500 180 178 300
GMAC4080 Actual / 360 7.000 120 118 360
GMAC2450 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2460 30 / 360 7.750 144 141 300
GMAC2480 30 / 360 7.000 120 117 360
GMAC2470 30 / 360 7.019 240 234 240
GMAC2490 30 / 360 7.019 240 234 240
GMAC3360 30 / 360 7.610 120 118 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2570 30 / 360 7.290 120 118 360
GMAC2500 30 / 360 7.120 120 118 360
GMAC2530 30 / 360 7.470 120 116 360
GMAC2510 30 / 360 7.570 120 117 300
GMAC2520 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
TA1898 30 / 360 7.340 120 119 300
GMAC2540 30 / 360 7.770 120 118 300
GMAC2560 30 / 360 7.750 120 116 360
GMAC2580 30 / 360 7.019 240 234 240
GMAC2590 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1
TA1738-2
TA1738 30 / 360 7.010 120 119 300
GMAC2600 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC2610 30 / 360 7.019 240 234 240
GMAC2620 30 / 360 7.375 120 116 360
GMAC2630 30 / 360 7.375 132 128 360
GMAC2550 30 / 360 7.340 120 117 360
WF9703 30 / 360 7.550 180 151 264
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3020 30 / 360 7.375 120 116 360
DAIBES APARTMENTS
GMAC3040A
GMAC3040B
GMAC3040 30 / 360 7.050 120 116 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3030 30 / 360 7.250 108 106 108
GMAC3050 30 / 360 7.019 240 234 240
GMAC3070 Actual / 360 8.300 120 116 310
GMAC3510 30 / 360 7.500 120 119 360
GMAC3060 Actual / 360 7.620 120 118 120
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3080 30 / 360 7.470 120 116 360
TA2573 30 / 360 7.130 180 179 180
GMAC3100 30 / 360 7.019 240 234 240
GMAC3120 30 / 360 7.500 180 178 180
GMAC3140 30 / 360 7.940 120 116 360
- ------------------------------------------------------------------------------------------------------------------------------
TA1900 30 / 360 7.200 120 118 360
GMAC3150 30 / 360 7.875 120 116 300
GMAC3180 30 / 360 7.019 240 234 240
GMAC3190 30 / 360 7.625 84 79 360
GMAC3200 30 / 360 7.019 240 234 240
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3210 30 / 360 7.019 240 234 240
GMAC3220 30 / 360 7.375 120 116 360
GMAC3230 30 / 360 7.375 120 116 360
GMAC3300 30 / 360 7.500 84 80 360
TA1772 30 / 360 7.265 120 118 300
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3250 30 / 360 7.390 120 119 300
GMAC3270 30 / 360 7.750 120 115 300
GMAC3260 30 / 360 8.240 180 176 180
GMAC3240 30 / 360 7.540 120 117 240
GMAC3280 30 / 360 7.375 120 116 360
- ------------------------------------------------------------------------------------------------------------------------------
GMAC3290 30 / 360 7.625 84 79 360
<PAGE>
<CAPTION>
REMAINING
AMORTIZATION FIRST MATURITY
LOAN TERM ORIGINATION PAYMENT OR ARD BALLOON BALLOON OR ARD
NUMBER (MONTHS) DATE DATE DATE FLAG BALANCE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A
GMAC1010B
GMAC1010C
GMAC1010D
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010E
GMAC1010F
GMAC1010G
GMAC1010H
GMAC1010I
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010J
GMAC1010K
GMAC1010L
GMAC1010M
GMAC1010N
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010O
GMAC1010P
GMAC1010Q
GMAC1010R
GMAC1010S
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010T
GMAC1010U
GMAC1010V
GMAC1010W
GMAC1010X
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010Y
GMAC1010Z
GMAC1010AA
GMAC1010AB
GMAC1010AC
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010AD
GMAC1010AE
GMAC1010AF
GMAC1010AH
GMAC1010AI
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010AJ
GMAC1010AK
GMAC1010AL
GMAC1010AM
GMAC1010AN
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010AO
GMAC1010AP
GMAC1010AQ
GMAC1010AR
GMAC1010AS
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010AT
GMAC1010AU
GMAC1010AV
GMAC1010AW
GMAC1010AX
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010AY
GMAC1010AZ
GMAC1010BA
GMAC1010BB
GMAC1010BC
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010BD
GMAC1010BE
GMAC1010BF
GMAC1010BG
GMAC1010BH
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010BI
GMAC1010BJ
GMAC1010BK
GMAC1010BL
GMAC1010BM
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010BN
GMAC1010BO
GMAC1010BP
GMAC1010BQ
GMAC1010BS
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010BT
GMAC1010BU
GMAC1010BV
GMAC1010BW
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010BX
GMAC1010BY
GMAC1010BZ
GMAC1010CA
GMAC1010CB
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010CC
GMAC1010CD
GMAC1010CE
GMAC1010CF
GMAC1010CG
- ---------------------------------------------------------------------------------------------------------------------
GMAC1010CH
GMAC1010CI
GMAC1010CJ
GMAC1010CK
GMAC1010 298 2/6/98 4/1/98 2/1/08 BALLOON $177,881,691
- ---------------------------------------------------------------------------------------------------------------------
GMAC4060 299 3/13/98 5/1/98 4/1/08 Hyper Amortizing 49,573,393
ALLIANCE PORTFOLIO
GA0175-1
GA0175-2
GA0175-3
- ---------------------------------------------------------------------------------------------------------------------
GA0175-4
GA0175-5
GA0175-6
GA0175-7
GA0175-8
- ---------------------------------------------------------------------------------------------------------------------
GA0175 356 12/16/97 2/1/98 1/1/08 HYPER AMORTIZING 53,381,291
GMAC1130 299 3/3/98 5/1/98 4/1/08 Hyper Amortizing 38,893,627
GMAC1020 333 12/22/97 2/1/98 12/31/12 Balloon 35,018,788
GMAC1030 356 11/14/97 1/10/98 12/10/07 Balloon 38,660,871
LOUISIANA PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------
BL9703-1
BL9703-2
BL9703-3
BL9703-4
BL9703-5
- ---------------------------------------------------------------------------------------------------------------------
BL9703 174 10/31/97 12/1/97 11/1/07 HYPER AMORTIZING 16,737,542
GMAC1040 357 1/29/98 3/1/98 2/1/13 Balloon 26,263,222
AMERIPARK LODGE PORTFOLIO
GMAC1050A
GMAC1050B
- ---------------------------------------------------------------------------------------------------------------------
GMAC1050C
GMAC1050D
GMAC1050 297 1/16/98 3/1/98 2/1/08 BALLOON 26,952,210
GMAC1070 356 12/22/97 2/1/98 1/1/09 Balloon 21,582,431
CROSSED GROUP 1
- ---------------------------------------------------------------------------------------------------------------------
GMAC1240 355 11/10/97 1/1/98 12/1/07 Balloon 7,767,931
GMAC1310 355 11/10/97 1/1/98 12/1/07 Balloon 6,818,517
GMAC1520 355 11/10/97 1/1/98 12/1/07 Balloon 4,833,380
---------
19,419,828
TA0814 359 3/19/98 5/1/98 4/1/08 Hyper Amortizing 17,980,708
- ---------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 80 2/9/98 3/10/98 12/10/04 Fully Amortizing 0
GMAC4055 118 2/9/98 3/10/98 2/10/08 Fully Amortizing 0
-
GMAC1080 356 12/31/97 2/1/98 1/1/08 Balloon 14,548,329
- ---------------------------------------------------------------------------------------------------------------------
GMAC1090 358 2/11/98 4/1/98 3/1/08 Balloon 14,151,632
GMAC1110 356 12/31/97 2/1/98 1/1/08 Balloon 13,608,743
GMAC3310 296 12/18/97 2/1/98 7/1/08 Balloon 12,094,710
GMAC4110 358 2/27/98 4/1/98 3/1/08 Balloon 13,215,127
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- ---------------------------------------------------------------------------------------------------------------------
GMAC1120A
GMAC1120B
GMAC1120 358 2/11/98 4/1/98 3/1/05 BALLOON 12,217,548
CROSSED GROUP 3
GMAC1350 307 12/11/97 2/1/98 1/1/08 Balloon 6,007,926
- ---------------------------------------------------------------------------------------------------------------------
GMAC1470 307 12/11/97 2/1/98 1/1/08 Balloon 4,839,719
---------
10,847,645
GMAC3370 298 2/10/98 4/1/98 6/1/08 Hyper Amortizing 9,543,524
GMAC4010 298 2/27/98 4/1/98 3/1/08 Balloon 9,466,433
TA2271 356 12/30/97 2/1/98 1/1/08 Hyper Amortizing 10,369,001
- ---------------------------------------------------------------------------------------------------------------------
GMAC1140 356 12/31/97 2/1/98 1/1/08 Balloon 10,059,326
TA3078 358 2/5/98 4/1/98 3/1/13 Hyper Amortizing 8,531,857
GMAC1150 295 11/25/97 1/1/98 12/1/07 Balloon 8,939,341
GMAC3380 298 2/10/98 4/1/98 6/1/13 Hyper Amortizing 6,443,931
GMAC1180 356 12/29/97 2/1/98 1/1/05 Balloon 9,187,385
- ---------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A
GMAC1190B
GMAC1190C
GMAC1190D
- ---------------------------------------------------------------------------------------------------------------------
GMAC1190 356 12/23/97 2/1/98 1/1/08 BALLOON 8,625,131
GMAC1210 295 11/25/97 1/1/98 12/1/07 Balloon 7,509,046
GMAC1220 357 1/21/98 3/1/98 2/1/08 Balloon 7,855,978
LICATA PORTFOLIO
TA0831-1
- ---------------------------------------------------------------------------------------------------------------------
TA0831-2
TA0831-3
TA0831-4
TA0831-5
TA0831-6
- ---------------------------------------------------------------------------------------------------------------------
TA0831 295 11/21/97 1/1/98 12/1/07 HYPER AMORTIZING 7,228,390
GMAC1230 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
TA1432 358 2/13/98 4/1/98 3/1/08 Hyper Amortizing 7,626,489
GMAC1250 355 11/26/97 1/1/98 12/1/07 Balloon 7,561,112
GMAC3390 298 2/12/98 4/1/98 6/1/13 Hyper Amortizing 5,385,505
- ---------------------------------------------------------------------------------------------------------------------
GMAC1270 358 2/10/98 4/1/98 3/1/08 Balloon 7,392,322
GMAC1290 355 11/12/97 1/1/98 11/30/07 Balloon 7,303,570
GMAC1300 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3430 299 3/5/98 5/1/98 7/1/08 Hyper Amortizing 6,161,417
GMAC1320 356 12/18/97 2/1/98 2/1/08 Balloon 6,487,709
- ---------------------------------------------------------------------------------------------------------------------
GMAC1330 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
TA1585 359 3/16/98 5/1/98 4/1/13 Hyper Amortizing 5,380,257
TA1140 298 1/30/98 4/1/98 3/1/08 Hyper Amortizing 5,696,289
GMAC1340 356 12/24/97 2/1/98 1/1/08 Balloon 6,238,177
GMAC1360 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC3560 333 1/27/98 3/1/98 1/31/08 Balloon 5,848,216
TA0146 355 11/26/97 1/1/98 12/1/07 Hyper Amortizing 6,059,481
GMAC1370 295 11/24/97 1/1/98 12/1/07 Balloon 5,428,297
GMAC1380 357 1/30/98 3/1/98 2/1/08 Balloon 5,858,367
GMAC1390 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC1400 298 2/26/98 4/1/98 3/1/08 Balloon 5,380,629
GMAC1410 357 1/28/98 3/1/98 2/1/03 Balloon 6,136,806
GMAC1420 296 12/19/97 2/1/98 12/31/07 Hyper Amortizing 4,982,344
GMAC4090 298 2/27/98 4/1/98 3/1/08 Balloon 5,032,884
GMAC1450 236 12/22/97 2/1/98 1/1/18 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC1480 357 1/8/98 3/1/98 2/1/08 Balloon 4,989,922
GMAC1440 358 2/23/98 4/1/98 3/1/08 Balloon 4,948,624
GMAC3320 298 2/12/98 4/1/98 3/1/08 Balloon 4,568,379
GMAC1490 355 11/25/97 1/1/98 12/1/07 Balloon 5,011,834
GMAC4100 359 3/2/98 5/1/98 4/1/08 Balloon 4,929,672
- ---------------------------------------------------------------------------------------------------------------------
GMAC1500 296 12/19/97 2/1/98 12/31/07 Hyper Amortizing 4,573,977
GMAC1510 360 12/31/97 2/1/98 1/1/08 Balloon 4,959,218
GMAC1530 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
TA2090 359 3/31/98 5/1/98 4/1/13 Hyper Amortizing 4,043,719
WF9701 235 12/18/95 1/1/96 12/1/10 Balloon 2,791,605
- ---------------------------------------------------------------------------------------------------------------------
GMAC4030 359 2/26/98 5/1/98 4/1/08 Balloon 4,536,959
TA2088 359 3/16/98 5/1/98 4/1/13 Hyper Amortizing 3,725,169
GMAC3400 358 2/12/98 4/1/98 3/1/13 Balloon 3,801,470
TA2094 298 2/12/98 4/1/98 3/1/08 Hyper Amortizing 3,940,471
GMAC2030 355 11/21/97 1/1/98 12/1/07 Balloon 4,057,887
- ---------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A
GMAC2020B
GMAC2020C
GMAC2020 358 2/27/98 4/1/98 3/1/08 BALLOON 3,996,170
- ---------------------------------------------------------------------------------------------------------------------
TA2667 298 2/24/98 4/1/98 3/1/08 Hyper Amortizing 3,597,758
GMAC2050 357 1/16/98 3/1/98 2/1/08 Balloon 3,861,558
GMAC2040 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2060 213 1/20/98 3/1/98 2/1/08 Balloon 2,666,396
GMAC2070 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
TA0541 358 1/26/98 4/1/98 3/1/08 Hyper Amortizing 3,630,790
GMAC2090 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3330 293 9/10/97 11/1/97 10/1/07 Balloon 3,465,027
GMAC2100 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
TA1936 358 2/13/98 4/1/98 3/1/08 Hyper Amortizing 3,524,080
- ---------------------------------------------------------------------------------------------------------------------
GMAC2120 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2130 296 12/8/97 2/1/98 7/1/13 Balloon 2,435,011
GMAC2140 358 2/24/98 4/1/98 3/1/08 Balloon 3,457,896
TA1799 298 2/26/98 4/1/98 3/1/08 Hyper Amortizing 3,208,134
GMAC2150 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC2160 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2180 356 12/2/97 2/1/98 1/1/08 Balloon 3,327,768
TA2456 359 3/5/98 5/1/98 4/1/08 Hyper Amortizing 3,285,001
GMAC2190 146 12/22/97 2/1/98 7/1/10 Fully Amortizing 0
GMAC2200 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
TA2414 359 3/13/98 5/1/98 4/1/08 Hyper Amortizing 3,029,737
GMAC2210 298 2/2/98 4/1/98 3/1/08 Balloon 2,822,395
GMAC4120 238 2/19/98 4/1/98 3/1/18 Fully Amortizing 0
GMAC2240 306 12/31/97 2/1/98 1/1/08 Balloon 2,814,115
GMAC2360 358 2/26/98 4/1/98 3/1/08 Balloon 2,912,974
- ---------------------------------------------------------------------------------------------------------------------
GMAC3410 358 2/12/98 4/1/98 3/1/13 Balloon 2,557,603
GMAC2260 356 12/2/97 2/1/98 1/1/08 Balloon 2,876,494
GMAC3450 358 2/27/98 4/1/98 3/1/08 Balloon 2,822,349
GMAC2270 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2290 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC2300 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2310 360 12/31/97 2/1/98 1/1/08 Balloon 2,715,021
CROSSED GROUP 4
GMAC4040 358 2/27/98 4/1/98 3/1/08 Balloon 2,250,741
GMAC4045 358 2/27/98 4/1/98 3/1/08 Balloon 358,813
-------
- ---------------------------------------------------------------------------------------------------------------------
2,609,554
GMAC2330 358 2/17/98 4/1/98 3/1/08 Balloon 2,583,783
GMAC2320 357 1/12/98 3/1/98 2/1/08 Balloon 2,573,766
TA1922 359 3/6/98 5/1/98 4/1/08 Hyper Amortizing 2,506,972
CROSSED GROUP 5
- ---------------------------------------------------------------------------------------------------------------------
GMAC3160 358 2/2/98 4/1/98 3/1/08 Balloon 1,221,643
GMAC3590 358 2/2/98 4/1/98 3/1/08 Balloon 1,267,129
---------
2,488,772
GMAC2340 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2350 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC2370 356 12/12/97 2/1/98 1/1/08 Balloon 2,440,832
GMAC2380 357 1/15/98 3/1/98 2/1/08 Balloon 2,394,200
GMAC4130 238 2/19/98 4/1/98 3/1/18 Fully Amortizing 0
GMAC2410 355 11/20/97 1/1/98 12/1/07 Balloon 2,390,528
TA2921 238 2/13/98 4/1/98 3/1/08 Hyper Amortizing 1,839,307
- ---------------------------------------------------------------------------------------------------------------------
GMAC2400 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2420 356 12/24/97 2/1/98 1/1/08 Balloon 2,373,426
GMAC3470 358 2/26/98 4/1/98 3/1/08 Balloon 2,331,440
GMAC2440 357 1/16/98 3/1/98 2/1/08 Balloon 2,318,567
GMAC3340 298 2/5/98 4/1/98 3/1/08 Balloon 2,175,299
- ---------------------------------------------------------------------------------------------------------------------
TA2394 359 3/19/98 5/1/98 4/1/08 Hyper Amortizing 2,155,790
GMAC3350 357 1/29/98 3/1/98 2/1/05 Balloon 2,294,183
TA1658 298 2/19/98 4/1/98 3/1/13 Hyper Amortizing 1,556,274
GMAC4080 358 2/23/98 4/1/98 3/1/08 Balloon 2,137,722
GMAC2450 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC2460 297 1/12/98 3/1/98 2/1/10 Balloon 1,778,689
GMAC2480 357 1/8/98 3/1/98 2/1/08 Balloon 2,016,591
GMAC2470 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2490 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3360 358 2/9/98 4/1/98 3/1/08 Balloon 2,001,093
- ---------------------------------------------------------------------------------------------------------------------
GMAC2570 358 2/4/98 4/1/98 3/1/08 Balloon 1,986,943
GMAC2500 358 2/4/98 4/1/98 3/1/08 Balloon 1,979,222
GMAC2530 356 12/23/97 2/1/98 1/1/08 Balloon 1,983,688
GMAC2510 297 1/22/98 3/1/98 1/31/08 Balloon 1,804,977
GMAC2520 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
TA1898 299 3/23/98 5/1/98 4/1/08 Hyper Amortizing 1,746,244
GMAC2540 298 2/13/98 4/1/98 3/1/08 Balloon 1,766,314
GMAC2560 356 12/30/97 2/1/98 1/1/08 Balloon 1,919,861
GMAC2580 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2590 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1
TA1738-2
TA1738 299 3/13/98 5/1/98 4/1/08 HYPER AMORTIZING 1,651,765
GMAC2600 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC2610 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC2620 356 12/12/97 2/1/98 1/1/08 Balloon 1,774,364
GMAC2630 356 12/12/97 2/1/98 1/1/09 Balloon 1,712,824
GMAC2550 357 1/30/98 3/1/98 2/1/08 Balloon 1,722,809
WF9703 235 12/18/95 1/1/96 12/1/10 Balloon 961,738
- ---------------------------------------------------------------------------------------------------------------------
GMAC3020 356 12/12/97 2/1/98 1/1/08 Balloon 1,557,978
DAIBES APARTMENTS
GMAC3040A
GMAC3040B
GMAC3040 236 12/30/97 2/1/98 1/1/08 BALLOON 1,137,026
- ---------------------------------------------------------------------------------------------------------------------
GMAC3030 106 2/27/98 4/1/98 3/1/07 Fully Amortizing 0
GMAC3050 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3070 306 12/31/97 2/1/98 1/1/08 Balloon 1,376,060
GMAC3510 359 3/12/98 5/1/98 4/1/08 Balloon 1,432,117
GMAC3060 118 2/26/98 4/1/98 3/1/08 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC3080 356 12/23/97 2/1/98 1/1/08 Balloon 1,387,801
TA2573 179 3/10/98 5/1/98 4/1/13 Fully Amortizing 0
GMAC3100 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3120 178 2/3/98 4/1/98 3/1/13 Fully Amortizing 0
GMAC3140 356 12/9/97 2/1/98 1/1/08 Balloon 1,270,430
- ---------------------------------------------------------------------------------------------------------------------
TA1900 358 2/3/98 4/1/98 3/1/08 Hyper Amortizing 1,245,761
GMAC3150 296 12/11/97 2/1/98 12/31/07 Balloon 1,143,177
GMAC3180 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3190 355 11/21/97 1/1/98 12/1/04 Balloon 1,149,986
GMAC3200 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
- ---------------------------------------------------------------------------------------------------------------------
GMAC3210 234 10/31/97 12/1/97 11/1/17 Fully Amortizing 0
GMAC3220 356 12/12/97 2/1/98 1/1/08 Balloon 986,719
GMAC3230 356 12/12/97 2/1/98 1/1/08 Balloon 908,820
GMAC3300 356 12/19/97 2/1/98 1/1/05 Balloon 952,319
TA1772 298 2/23/98 4/1/98 3/1/08 Hyper Amortizing 815,891
- ---------------------------------------------------------------------------------------------------------------------
GMAC3250 299 3/2/98 5/1/98 4/1/08 Balloon 794,823
GMAC3270 295 11/7/97 1/1/98 12/1/07 Balloon 802,452
GMAC3260 176 12/18/97 2/1/98 1/1/13 Fully Amortizing 0
GMAC3240 237 1/30/98 3/1/98 1/30/08 Balloon 618,378
GMAC3280 356 12/12/97 2/1/98 1/1/08 Balloon 658,678
- ---------------------------------------------------------------------------------------------------------------------
GMAC3290 355 11/7/97 1/1/98 12/1/04 Balloon 588,793
<PAGE>
<CAPTION>
LOAN PREPAYMENT ANNUAL
NUMBER PROVISIONS PAYMENTS PER YEAR DEBT SERVICE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A
GMAC1010B
GMAC1010C
GMAC1010D
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010E
GMAC1010F
GMAC1010G
GMAC1010H
GMAC1010I
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010J
GMAC1010K
GMAC1010L
GMAC1010M
GMAC1010N
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010O
GMAC1010P
GMAC1010Q
GMAC1010R
GMAC1010S
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010T
GMAC1010U
GMAC1010V
GMAC1010W
GMAC1010X
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y
GMAC1010Z
GMAC1010AA
GMAC1010AB
GMAC1010AC
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD
GMAC1010AE
GMAC1010AF
GMAC1010AH
GMAC1010AI
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ
GMAC1010AK
GMAC1010AL
GMAC1010AM
GMAC1010AN
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO
GMAC1010AP
GMAC1010AQ
GMAC1010AR
GMAC1010AS
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT
GMAC1010AU
GMAC1010AV
GMAC1010AW
GMAC1010AX
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY
GMAC1010AZ
GMAC1010BA
GMAC1010BB
GMAC1010BC
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD
GMAC1010BE
GMAC1010BF
GMAC1010BG
GMAC1010BH
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI
GMAC1010BJ
GMAC1010BK
GMAC1010BL
GMAC1010BM
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN
GMAC1010BO
GMAC1010BP
GMAC1010BQ
GMAC1010BS
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT
GMAC1010BU
GMAC1010BV
GMAC1010BW
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX
GMAC1010BY
GMAC1010BZ
GMAC1010CA
GMAC1010CB
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC
GMAC1010CD
GMAC1010CE
GMAC1010CF
GMAC1010CG
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH
GMAC1010CI
GMAC1010CJ
GMAC1010CK
GMAC1010 LOCK/34_DEFEASANCE/85 12 $19,014,909
- -------------------------------------------------------------------------------------------------------------------------------
GMAC4060 LOCK/47_Defeasance/66_0%/7 12 5,551,667
ALLIANCE PORTFOLIO
GA0175-1
GA0175-2
GA0175-3
- -------------------------------------------------------------------------------------------------------------------------------
GA0175-4
GA0175-5
GA0175-6
GA0175-7
GA0175-8
- -------------------------------------------------------------------------------------------------------------------------------
GA0175 LOCK/59_DEFEASANCE/55_0%6 12 5,021,508
GMAC1130 LOCK/35_Defeasance/79_0%/6 12 4,284,258
GMAC1020 >1% or YM/167_0%/13 12 3,661,558
GMAC1030 LOCK/2_>1% or YM/112_0%/6 12 3,610,785
LOUISIANA PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------------
BL9703-1
BL9703-2
BL9703-3
BL9703-4
BL9703-5
- -------------------------------------------------------------------------------------------------------------------------------
BL9703 LOCK/35_DEFEASANCE/85_0%/0 12 3,975,186
GMAC1040 LOCK/60_>1% or YM/114_0%/6 12 2,896,543
AMERIPARK LODGE PORTFOLIO
GMAC1050A
GMAC1050B
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1050C
GMAC1050D
GMAC1050 >1% OR YM/114_0%/6 12 2,862,032
GMAC1070 LOCK/1_>1% or YM/124_0%/7 12 2,118,682
CROSSED GROUP 1
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1240 LOCK/1_>1% or YM/113_0%/6 12 736,750
GMAC1310 LOCK/1_>1% or YM/113_0%/6 12 646,703
GMAC1520 LOCK/1_>1% or YM/113_0%/6 12 458,422
-------
1,841,876
TA0814 LOCK/35_Defeasance/82_0%3 12 1,725,708
- -------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 LOCK/35_Defeasance/41_0%/6 12 2,979,254
GMAC4055 LOCK/35_Defeasance/79_0%/6 12 600,000
-------
3,579,254
GMAC1080 LOCK/4_>1% or YM/110_0%/6 12 1,341,832
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1090 LOCK/1_>1% or YM/113_0%/6 12 1,355,105
GMAC1110 >1% or YM/114_0%/6 12 1,309,588
GMAC3310 LOCK/1_>1% or YM/119_0%/6 12 1,381,320
GMAC4110 LOCK/37_Defeasance/81_0%/2 12 1,277,452
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1120A
GMAC1120B
GMAC1120 >1% OR YM/78_0%/6 12 1,071,967
CROSSED GROUP 3
GMAC1350 >1% or YM/108_0%/12 12 692,807
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1470 >1% or YM/108_0%/12 12 558,095
-------
1,250,902
GMAC3370 LOCK/35_Defeasance/81_0%/7 12 1,087,674
GMAC4010 LOCK/36_Defeasance/78_0%/6 12 1,028,299
TA2271 LOCK/35_Defeasance/82_0%/3 12 987,222
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1140 >1% or YM/114_0%/6 12 969,497
TA3078 LOCK/26_Defeasance/151_0%/3 12 957,844
GMAC1150 >1% or YM/108_0%/12 12 987,125
GMAC3380 LOCK/47_Defeasance/129_0%/7 12 949,223
GMAC1180 >1% or YM/77_0%/7 12 841,524
- -------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A
GMAC1190B
GMAC1190C
GMAC1190D
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1190 LOCK/1_>1% OR YM/112_0%/7 12 816,171
GMAC1210 >1% or YM/108_0%/12 12 829,185
GMAC1220 LOCK/1_>1% or YM/112_0%/7 12 719,368
LICATA PORTFOLIO
TA0831-1
- -------------------------------------------------------------------------------------------------------------------------------
TA0831-2
TA0831-3
TA0831-4
TA0831-5
TA0831-6
- -------------------------------------------------------------------------------------------------------------------------------
TA0831 LOCK/35_DEFEASANCE/82_0%/3 12 797,555
GMAC1230 >1% or YM/227_0%/13 12 845,976
TA1432 LOCK/59_Defeasance/58_0%3 12 706,245
GMAC1250 LOCK/1_>1% or YM/113_0%/6 12 734,274
GMAC3390 LOCK/48_Defeasance/128_0%/7 12 793,312
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1270 >1% or YM/114_0%/6 12 700,342
GMAC1290 LOCK/2_>1% or YM/110_0%/8 12 710,338
GMAC1300 >1% or YM/227_0%/13 12 750,073
GMAC3430 LOCK/47_Defeasance/70_0%/6 12 701,682
GMAC1320 LOCK/1_>1% or YM/114_0%/6 12 624,985
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1330 >1% or YM/227_0%/13 12 691,142
TA1585 LOCK/59_Defeasance/118_0%/3 12 576,348
TA1140 LOCK/58_Defeasance/59_0%/3 12 622,836
GMAC1340 >1% or YM/114_0%/6 12 599,395
GMAC1360 >1% or YM/227_0%/13 12 663,213
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3560 >1% or YM/60_<3% or YM/36_<2% or YM/12_<1% or YM/6_0%/6 12 576,415
TA0146 LOCK/59_Defeasance/58_0%/3 12 580,453
GMAC1370 >1% or YM/107_0%/13 12 595,737
GMAC1380 LOCK/1_>1% or YM/113_0%/6 12 552,235
GMAC1390 >1% or YM/227_0%/13 12 631,582
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1400 LOCK/26_Defeasance/88_0%/6 12 608,869
GMAC1410 >1% or YM/36_0%/24 12 516,732
GMAC1420 >1% or YM/113_0%/7 12 554,243
GMAC4090 LOCK/60_>1% or YM/54_0%/6 12 581,529
GMAC1450 LOCK/35_Defeasance/108_0%/97 12 586,238
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1480 LOCK/1_>1% or YM/112_0%/7 12 468,204
GMAC1440 LOCK/1_>1% or YM/113_0%/6 12 464,866
GMAC3320 LOCK/3_>1% or YM/111_0%/6 12 504,307
GMAC1490 LOCK/1_>1% or YM/113_0%/6 12 499,315
GMAC4100 LOCK/25_Defeasance/88_0%/7 12 470,622
- -------------------------------------------------------------------------------------------------------------------------------
GMAC1500 >1% or YM/113_0%/7 12 516,645
GMAC1510 >1% or YM/114_0%/6 12 452,362
GMAC1530 >1% or YM/227_0%/13 12 518,455
TA2090 LOCK/59_Defeasance/118_0%/3 12 439,143
WF9701 LOCK/48_5%/24_4%/12_3%/12_2%/12_1%/66_0%/6 12 514,650
- -------------------------------------------------------------------------------------------------------------------------------
GMAC4030 >1% or YM/114_0%/6 12 446,490
TA2088 LOCK/59_Defeasance/118_0%/3 12 406,055
GMAC3400 >1% or YM/174_0%/6 12 428,604
TA2094 LOCK/47_Defeasance/67_0%/6 12 427,134
GMAC2030 >1% or YM/114_0%/6 12 399,758
- -------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A
GMAC2020B
GMAC2020C
GMAC2020 LOCK/26_DEFEASANCE/94_0%/0 12 379,017
- -------------------------------------------------------------------------------------------------------------------------------
TA2667 LOCK/26_Defeasance/91_0%/3 12 392,895
GMAC2050 >1% or YM/114_0%/6 12 359,263
GMAC2040 >1% or YM/227_0%/13 12 419,811
GMAC2060 LOCK/1_>1% or YM/113_0%/6 12 442,230
GMAC2070 >1% or YM/227_0%/13 12 400,787
- -------------------------------------------------------------------------------------------------------------------------------
TA0541 LOCK/59_Defeasance/57_0%/4 12 346,213
GMAC2090 >1% or YM/227_0%/13 12 394,279
GMAC3330 >1% or YM/114_0%/6 12 418,649
GMAC2100 >1% or YM/227_0%/13 12 390,231
TA1936 LOCK/35_Defeasance/82_0%/3 12 329,645
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2120 >1% or YM/227_0%/13 12 385,806
GMAC2130 LOCK/2_>1% or YM/178_0%/6 12 359,150
GMAC2140 >1% or YM/113_0%/7 12 329,727
TA1799 LOCK/35_Defeasance/82_0%/3 12 361,928
GMAC2150 >1% or YM/227_0%/13 12 366,761
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2160 >1% or YM/227_0%/13 12 364,915
GMAC2180 >1% or YM/114_0%/6 12 319,992
TA2456 LOCK/71_YM or 1%/46_0%3 12 313,240
GMAC2190 >1% or YM/143_0%/7 12 460,053
GMAC2200 >1% or YM/227_0%/13 12 343,342
- -------------------------------------------------------------------------------------------------------------------------------
TA2414 LOCK/59_Defeasance/58_0%/3 12 290,227
GMAC2210 >1% or YM/108_0%/12 12 322,495
GMAC4120 >1% or YM/234_0%/6 12 312,817
GMAC2240 >1% or YM/114_0%/6 12 319,238
GMAC2360 LOCK/2_>1% or YM/112_0%/6 12 276,281
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3410 >1% or YM/174_0%/6 12 287,485
GMAC2260 >1% or YM/114_0%/6 12 276,388
GMAC3450 >1% or YM/114_0%/6 12 267,686
GMAC2270 >1% or YM/227_0%/13 12 307,572
GMAC2290 >1% or YM/227_0%/13 12 303,769
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2300 >1% or YM/227_0%/13 12 294,659
GMAC2310 >1% or YM/114_0%/6 12 243,616
CROSSED GROUP 4
GMAC4040 LOCK/26_Defeasance/87_0%/7 12 219,236
GMAC4045 LOCK/26_Defeasance/87_0%/7 12 34,951
------
- -------------------------------------------------------------------------------------------------------------------------------
254,187
GMAC2330 >1% or YM/114_0%/6 12 243,263
GMAC2320 LOCK/1_>1% or YM/112_0%/7 12 239,267
TA1922 LOCK/47_Defeasance/70_0%/3 12 239,052
CROSSED GROUP 5
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3160 LOCK/1_>1% or YM/113_0%/6 12 117,382
GMAC3590 LOCK/1_>1% or YM/113_0%/6 12 121,752
-------
239,134
GMAC2340 >1% or YM/227_0%/13 12 270,318
GMAC2350 >1% or YM/227_0%/13 12 267,844
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2370 LOCK/1_>1% or YM/113_0%/6 12 233,724
GMAC2380 >1% or YM/114_0%/6 12 220,167
GMAC4130 >1% or YM/234_0%/6 12 256,482
GMAC2410 LOCK/1_>1% or YM/112_0%/7 12 232,325
TA2921 LOCK/35_Defeasance/85_0%/0 12 256,840
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2400 >1% or YM/227_0%/13 12 257,301
GMAC2420 LOCK/1_>1% or YM/113_0%/6 12 232,236
GMAC3470 LOCK/3_>1% or YM/111_0%/6 12 221,465
GMAC2440 LOCK/1_>1% or YM/114_0%/5 12 216,211
GMAC3340 >1% or YM/108_0%/12 12 250,946
- -------------------------------------------------------------------------------------------------------------------------------
TA2394 LOCK/59_Defeasance/59_0%/2 12 203,840
GMAC3350 >1% or YM/78_0%/6 12 208,738
TA1658 LOCK/59_Defeasance/118_0%/3 12 221,702
GMAC4080 LOCK/36_>1% or YM/78_0%/6 12 200,481
GMAC2450 >1% or YM/227_0%/13 12 227,579
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2460 >1% or YM/114_0%/30 12 217,535
GMAC2480 LOCK/2_>1% or YM/112_0%/6 12 187,615
GMAC2470 >1% or YM/227_0%/13 12 219,021
GMAC2490 >1% or YM/227_0%/13 12 216,945
GMAC3360 LOCK/1_>1% or YM/112_0%/7 12 195,066
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2570 LOCK/3_>1% or YM/111_0%/6 12 189,030
GMAC2500 LOCK/1_>1% or YM/113_0%/6 12 185,853
GMAC2530 LOCK/2_>1% or YM/113_0%/5 12 191,329
GMAC2510 >1% or YM/114_0%/6 12 201,651
GMAC2520 >1% or YM/227_0%/13 12 210,226
- -------------------------------------------------------------------------------------------------------------------------------
TA1898 LOCK/35_Defeasance/82_0%/3 12 192,354
GMAC2540 >1% or YM/114_0%/6 12 199,754
GMAC2560 >1% or YM/114_0%/6 12 189,133
GMAC2580 >1% or YM/227_0%/13 12 200,081
GMAC2590 >1% or YM/227_0%/13 12 199,118
- -------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1
TA1738-2
TA1738 LOCK/59_DEFEASANCE/61_0%/0 12 178,269
GMAC2600 >1% or YM/227_0%/13 12 197,502
- -------------------------------------------------------------------------------------------------------------------------------
GMAC2610 >1% or YM/227_0%/13 12 195,864
GMAC2620 LOCK/1_>1% or YM/113_0%/6 12 169,906
GMAC2630 LOCK/1_>1% or YM/125_0%/6 12 167,834
GMAC2550 >1% or YM/114_0%/6 12 164,529
WF9703 LOCK/48_5%/24_4%/12_3%/12_2%/12_1%/66_0%/6 12 177,305
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3020 LOCK/1_>1% or YM/113_0%/6 12 149,186
DAIBES APARTMENTS
GMAC3040A
GMAC3040B
GMAC3040 >1% OR YM/114_0%/6 12 158,774
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3030 >1% or YM/102_0%/6 12 257,719
GMAC3050 >1% or YM/227_0%/13 12 155,973
GMAC3070 >1% or YM/114_0%/6 12 157,345
GMAC3510 >1% or YM/114_0%/6 12 138,444
GMAC3060 >1% or YM/120 12 239,634
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3080 LOCK/2_>1% or YM/113_0%/5 12 133,855
TA2573 LOCK/83_Defeasance/94_0%/3 12 173,973
GMAC3100 >1% or YM/227_0%/13 12 147,950
GMAC3120 LOCK/2_>1% or YM/172_0%/6 12 166,862
GMAC3140 LOCK/1_>1% or YM/113_0%/6 12 126,948
- -------------------------------------------------------------------------------------------------------------------------------
TA1900 LOCK/35_Defeasance/82_0%/3 12 117,702
GMAC3150 LOCK/2_>1% or YM/111_0%/7 12 130,110
GMAC3180 >1% or YM/227_0%/13 12 118,778
GMAC3190 >1% or YM/78_0%/6 12 106,169
GMAC3200 >1% or YM/227_0%/13 12 115,686
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3210 >1% or YM/227_0%/13 12 108,172
GMAC3220 LOCK/1_>1% or YM/113_0%/6 12 94,484
GMAC3230 LOCK/1_>1% or YM/113_0%/6 12 87,025
GMAC3300 >1% or YM/78_0%/6 12 87,010
TA1772 LOCK/59_Defeasance/58_0%/3 12 89,458
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3250 LOCK/47_1% or YM/66_0%/7 12 87,822
GMAC3270 >1% or YM/114_0%/6 12 90,639
GMAC3260 >1% or YM/174_0%/6 12 116,347
GMAC3240 >1% or YM/36_Defeasance/77_0%/7 12 88,238
GMAC3280 LOCK/1_>1% or YM/113_0%/6 12 63,072
- -------------------------------------------------------------------------------------------------------------------------------
GMAC3290 >1% or YM/78_0%/6 12 54,359
<PAGE>
<CAPTION>
UW UW
LOAN 1996 1996 1997 1997 UNDERWRITTEN NOI UNDERWRITTEN NCF APPRAISED
NUMBER NOI NCF NOI NCF NOI DSCR NCF DSCR VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A $147,212 $147,212 $271,214 $271,214 $272,733 $272,733 $2,300,000
GMAC1010B 40,403 40,403 48,762 48,762 47,269 47,269 300,000
GMAC1010C 600,035 600,035 592,071 592,071 568,195 568,195 4,800,000
GMAC1010D 700,399 700,399 908,122 908,122 887,357 887,357 9,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010E 275,762 275,762 288,552 288,552 276,117 276,117 2,500,000
GMAC1010F 345,542 345,542 405,983 405,983 412,459 412,459
GMAC1010G 309,773 309,773 362,490 362,490 348,563 348,563 2,800,000
GMAC1010H 332,614 332,614 442,453 442,453 436,194 436,194 3,800,000
GMAC1010I 132,950 132,950 122,087 122,087 116,615 116,615 1,100,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010J 517,001 517,001 602,172 602,172 579,789 579,789 4,500,000
GMAC1010K 363,361 363,361 373,435 373,435 359,010 359,010 2,900,000
GMAC1010L 36,859 36,859 53,545 53,545 51,058 51,058 500,000
GMAC1010M 369,130 369,130 453,136 453,136 434,235 434,235 3,800,000
GMAC1010N 597,176 597,176 636,521 636,521 645,147 645,147 4,900,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010O 113,562 113,562 118,639 118,639 114,162 114,162 900,000
GMAC1010P 229,542 229,542 468,137 468,137 471,774 471,774 4,000,000
GMAC1010Q 270,802 270,802 441,590 441,590 439,421 439,421 4,100,000
GMAC1010R 98,044 98,044 157,826 157,826 147,380 147,380 2,100,000
GMAC1010S 475,961 475,961 528,696 528,696 527,411 527,411 5,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010T 527,949 527,949 627,571 627,571 603,198 603,198 4,900,000
GMAC1010U 276,450 276,450 291,903 291,903 280,463 280,463 2,300,000
GMAC1010V 284,920 284,920 10,162 10,162 22,446 22,446
GMAC1010W 301,156 301,156 257,227 257,227 264,409 264,409 2,600,000
GMAC1010X 383,162 383,162 383,800 383,800 385,981 385,981
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y 204,955 204,955 308,881 308,881 322,521 322,521 2,600,000
GMAC1010Z 687,370 687,370 734,171 734,171 719,735 719,735 5,900,000
GMAC1010AA 113,063 113,063 184,524 184,524 192,946 192,946 1,400,000
GMAC1010AB 307,504 307,504 285,969 285,969 279,428 279,428 3,600,000
GMAC1010AC 177,490 177,490 162,077 162,077 153,124 153,124 1,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD 1,383,681 1,383,681 1,324,146 1,324,146 1,319,576 1,319,576 12,700,000
GMAC1010AE 237,664 237,664 83,178 83,178 73,230 73,230 2,000,000
GMAC1010AF 306,025 306,025 177,487 177,487 180,815 180,815 2,500,000
GMAC1010AH 162,502 162,502 213,201 213,201 209,910 209,910 2,500,000
GMAC1010AI 316,374 316,374 302,106 302,106 296,279 296,279 3,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ 261,335 261,335 434,514 434,514 420,494 420,494 3,900,000
GMAC1010AK 83,778 83,778 285,943 285,943 289,602 289,602 2,800,000
GMAC1010AL 63,307 63,307 543,316 543,316 590,008 590,008
GMAC1010AM 122,764 122,764 97,985 97,985 104,473 104,473 1,700,000
GMAC1010AN 520,660 520,660 659,964 659,964 619,416 619,416 5,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO 329,741 329,741 162,734 162,734 175,773 175,773 2,100,000
GMAC1010AP 162,616 162,616 313,928 313,928 317,062 317,062 2,400,000
GMAC1010AQ 180,553 180,553 284,919 284,919 289,225 289,225 2,700,000
GMAC1010AR 7,424 7,424 73,105 73,105 100,523 100,523
GMAC1010AS 477,745 477,745 577,598 577,598 567,870 567,870 5,400,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT 261,654 261,654 174,786 174,786 171,853 171,853 2,600,000
GMAC1010AU 302,273 302,273 219,042 219,042 228,614 228,614 2,000,000
GMAC1010AV 406,125 406,125 411,962 411,962 404,695 404,695 3,600,000
GMAC1010AW 304,053 304,053 291,960 291,960 297,186 297,186
GMAC1010AX 213,671 213,671 182,792 182,792 181,714 181,714 2,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY 69,051 69,051 23,254 23,254 52,426 52,426
GMAC1010AZ -127,982 -127,982 -2,307 -2,307 46,036 46,036
GMAC1010BA 166,721 166,721 278,563 278,563 274,679 274,679 2,300,000
GMAC1010BB 146,645 146,645 94,221 94,221 107,602 107,602 1,000,000
GMAC1010BC 331,253 331,253 335,237 335,237 333,469 333,469 2,700,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD 197,617 197,617 130,886 130,886 141,645 141,645 1,400,000
GMAC1010BE 444,533 444,533 279,868 279,868 310,373 310,373 2,500,000
GMAC1010BF 239,931 239,931 360,671 360,671 360,639 360,639 2,800,000
GMAC1010BG 502,893 502,893 507,777 507,777 492,329 492,329 4,300,000
GMAC1010BH 536,013 536,013 514,809 514,809 496,028 496,028 4,900,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI 204,914 204,914 296,354 296,354 304,871 304,871 2,600,000
GMAC1010BJ 625,560 625,560 759,308 759,308 738,281 738,281 6,400,000
GMAC1010BK 388,169 388,169 454,419 454,419 465,164 465,164 4,300,000
GMAC1010BL 506,625 506,625 302,145 302,145 302,852 302,852 3,400,000
GMAC1010BM 265,837 265,837 415,739 415,739 421,181 421,181 3,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN 219,900 219,900 135,349 135,349 140,684 140,684 1,500,000
GMAC1010BO 255,005 255,005 341,662 341,662 341,074 341,074 3,200,000
GMAC1010BP 410,842 410,842 219,864 219,864 225,001 225,001 2,600,000
GMAC1010BQ -34,916 -34,916 403,945 403,945 444,031 444,031
GMAC1010BS 123,741 123,741 33,115 33,115 45,740 45,740 1,700,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT 224,756 224,756 247,678 247,678 246,562 246,562 2,800,000
GMAC1010BU 260,023 260,023 217,809 217,809 232,965 232,965 2,900,000
GMAC1010BV 261,107 261,107 248,111 248,111 251,605 251,605 2,300,000
GMAC1010BW 612,921 612,921 750,043 750,043 749,740 749,740 6,400,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX 707,157 707,157 611,929 611,929 609,749 609,749 5,400,000
GMAC1010BY 406,540 406,540 209,120 209,120 245,627 245,627
GMAC1010BZ 262,447 262,447 832,558 832,558 828,953 828,953 7,400,000
GMAC1010CA 378,339 378,339 -54,217 -54,217 30,932 30,932
GMAC1010CB 920,522 920,522 989,243 989,243 960,879 960,879 8,100,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC 187,363 187,363 241,905 241,905 233,499 233,499 3,000,000
GMAC1010CD 345,379 345,379 320,009 320,009 308,579 308,579 3,100,000
GMAC1010CE 415,751 415,751 255,813 255,813 261,030 261,030 2,500,000
GMAC1010CF 643,934 643,934 549,218 549,218 521,982 521,982 5,400,000
GMAC1010CG 294,767 294,767 302,826 302,826 337,460 337,460
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH 468,279 468,279 496,010 496,010 479,345 479,345 4,800,000
GMAC1010CI 158,570 158,570 202,807 202,807 200,628 200,628 1,900,000
GMAC1010CJ 302,575 302,575 414,585 414,585 395,638 395,638 4,000,000
GMAC1010CK 274,250 274,250 249,786 249,786 265,766 265,766
------- ------- ------- ------- ------- ------- -----------
GMAC1010 27,921,124 27,921,124 30,306,508 30,306,508 30,402,500 1.60 30,402,500 1.60 257,300,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC4060 9,217,870 8,032,578 10,261,495 9,000,408 10,903,680 1.96 8,801,680 1.59 125,000,000
ALLIANCE PORTFOLIO
GA0175-1 697,348 328,447 838,570 838,570 857,282 805,282 9,380,000
GA0175-2 707,046 470,082 737,193 737,193 796,733 734,733 9,565,000
GA0175-3 687,847 232,519 740,744 740,744 808,164 737,364 9,100,000
- -----------------------------------------------------------------------------------------------------------------------------------
GA0175-4 710,798 300,407 811,746 811,746 850,454 803,254 9,765,000
GA0175-5 338,658 158,258 382,872 382,872 427,556 384,356 4,450,000
GA0175-6 703,885 312,792 862,999 862,999 886,219 828,219 9,850,000
GA0175-7 1,209,464 940,636 1,470,696 1,470,696 1,438,192 1,322,192 17,970,000
GA0175-8 927,826 789,206 1,027,642 1,027,642 1,127,236 1,024,036 11,830,000
------- ------- --------- --------- --------- --------- ----------
- -----------------------------------------------------------------------------------------------------------------------------------
GA0175 5,982,872 3,532,347 6,872,462 6,872,462 7,191,836 1.43 6,639,436 1.32 81,910,000
GMAC1130 8,015,023 7,325,784 7,948,850 7,260,614 8,021,320 1.87 7,106,470 1.66 83,800,000
GMAC1020 7,946,775 7,946,775 8,215,043 7,654,907 7,786,002 2.13 6,878,621 1.88 95,000,000
GMAC1030 3,787,660 3,787,660 5,311,827 1.47 5,113,136 1.42 62,910,000
LOUISIANA PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------------
BL9703-1 418,025 376,474 483,181 456,289 482,537 432,137 4,075,000
BL9703-2 1,190,620 1,146,363 897,661 849,210 1,139,008 1,047,808 9,960,000
BL9703-3 2,568,437 2,162,128 2,853,376 2,555,289 2,808,828 2,437,428 22,000,000
BL9703-4 1,563,969 1,208,542 1,730,843 1,601,498 1,556,327 1,391,027 14,975,000
BL9703-5 796,656 751,087 683,851 658,238 723,553 663,553 6,500,000
------- ------- ------- ------- ------- ------- ---------
- -----------------------------------------------------------------------------------------------------------------------------------
BL9703 6,537,707 5,644,594 6,648,912 6,120,524 6,710,253 1.69 5,971,953 1.50 57,510,000
GMAC1040 5,137,189 4,624,739 5,481,146 5,210,417 6,346,448 2.19 5,566,914 1.92 65,000,000
AMERIPARK LODGE PORTFOLIO
GMAC1050A 455,055 455,055 553,633 553,633 631,013 631,013 6,500,000
GMAC1050B 1,282,963 1,282,963 1,265,071 1,265,071 1,323,376 1,323,376 13,850,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1050C 1,108,005 1,108,005 1,793,914 1,793,914 1,859,188 1,859,188 16,100,000
GMAC1050D 69,568 69,568 437,957 437,957 477,561 477,561 6,800,000
------ ------ ------- ------- ------- ------- ---------
GMAC1050 2,915,590 2,915,590 4,050,576 4,050,576 4,291,139 1.50 4,291,139 1.50 43,250,000
GMAC1070 3,078,491 3,048,954 2,928,712 1.38 2,797,422 1.32 32,800,000
CROSSED GROUP 1
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1240 726,566 477,392 613,154 503,168 1,064,388 1.44 985,998 1.34 11,222,500
GMAC1310 647,702 384,967 650,647 542,772 882,462 1.36 812,508 1.26 9,865,000
GMAC1520 356,620 128,982 628,585 498,643 593,875 1.30 550,711 1.20 6,900,000
------- ------- ------- ------- ------- ---- ------- ---- ---------
1,730,888 991,341 1,892,386 1,544,583 2,540,725 1.38 2,349,217 1.28 27,987,500
TA0814 1,804,390 1,804,390 2,020,068 1,977,529 2,817,615 1.63 2,184,218 1.27 27,900,000
- -----------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 2,979,269 1.00 2,979,269 1.00 19,550,000
GMAC4055 600,000 1.00 600,000 1.00 8,000,000
------- ---- ------- ---- ---------
3,579,269 1.00 3,579,269 1.00 27,550,000
GMAC1080 1,765,452 1,765,452 1,816,853 1,816,853 1,861,824 1.39 1,793,504 1.34 21,300,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1090 1,986,478 1,986,478 1,904,760 1.41 1,667,355 1.23 20,000,000
GMAC1110 1,102,548 1,102,548 1,887,819 1,815,649 1,840,566 1.41 1,741,756 1.33 19,700,000
GMAC3310 1,815,982 1,791,282 1,720,548 1.25 1,713,325 1.24 19,720,000
GMAC4110 1,599,116 1,599,116 1,705,137 1,705,137 1,832,981 1.43 1,654,080 1.29 20,300,000
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1120A 1,284,558 1,284,558 1,088,672 1,088,672 1,217,709 1,080,621 13,100,000
GMAC1120B 328,117 328,117 285,948 285,948 410,391 359,791 4,500,000
------- ------- ------- ------- ------- ------- ---------
GMAC1120 1,612,675 1,612,675 1,374,620 1,374,620 1,628,100 1.52 1,440,412 1.34 17,600,000
CROSSED GROUP 3
GMAC1350 1,331,645 1,331,645 1,339,998 1,339,998 1,339,998 1.93 1,339,998 1.93 9,300,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1470 793,014 793,014 842,642 842,642 842,642 1.51 842,642 1.51 7,700,000
------- ------- ------- ------- ------- ---- ------- ---- ---------
2,124,659 2,124,659 2,182,640 2,182,640 2,182,640 1.74 2,182,640 1.74 17,000,000
GMAC3370 1,705,657 1,705,657 2,476,028 2,476,028 2,312,800 2.13 1,740,856 1.60 22,100,000
GMAC4010 1,078,484 1,078,484 781,850 781,850 1,615,909 1.57 1,433,884 1.39 15,670,000
TA2271 1,513,321 1,513,321 1,526,510 1,526,510 1,440,667 1.46 1,319,765 1.34 17,150,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1140 1,685,877 1,668,144 1,267,763 1,255,131 1,379,393 1.42 1,288,436 1.33 17,100,000
TA3078 1,394,932 1,393,498 1,457,775 1,457,775 1,325,481 1.38 1,191,685 1.24 14,600,000
GMAC1150 995,129 995,129 813,619 813,619 1,312,250 1.33 1,312,250 1.33 15,000,000
GMAC3380 2,160,546 2,160,546 2,213,697 2,213,697 1,925,688 2.03 1,410,139 1.49 22,000,000
GMAC1180 700,046 700,046 996,273 996,273 1,154,555 1.37 1,129,999 1.34 13,960,000
- -----------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A 430,093 430,093 373,888 373,888 374,044 339,044 3,600,000
GMAC1190B 235,178 235,178 248,401 248,401 224,527 202,527 2,400,000
GMAC1190C 284,000 284,000 432,792 432,792 398,694 359,444 3,900,000
GMAC1190D 218,486 218,486 284,731 284,731 246,913 226,288 2,600,000
------- ------- ------- ------- ------- ------- ---------
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1190 1,167,757 1,167,757 1,339,812 1,339,812 1,244,179 1.52 1,127,301 1.38 12,500,000
GMAC1210 803,704 803,704 574,287 574,287 1,064,904 1.28 1,064,904 1.28 12,600,000
GMAC1220 1,302,842 1,246,077 1,247,112 1,150,883 1,204,190 1.67 1,107,440 1.54 12,300,000
LICATA PORTFOLIO
TA0831-1 309,550 288,050 3,100,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA0831-2 220,800 204,300 2,000,000
TA0831-3 204,885 189,885 1,900,000
TA0831-4 162,206 141,206 1,900,000
TA0831-5 154,702 137,702 1,800,000
TA0831-6 82,006 71,756 900,000
------ ------ -------
- -----------------------------------------------------------------------------------------------------------------------------------
TA0831 1,134,149 1.42 1,032,899 1.30 11,600,000
GMAC1230 1,501,352 1,347,354 1,762,112 1,647,618 1,631,728 1.93 1,485,628 1.76 17,200,000
TA1432 956,483 888,215 994,588 982,531 1,013,034 1.43 900,142 1.27 11,000,000
GMAC1250 812,147 812,147 916,668 916,668 1,035,894 1.41 956,564 1.30 11,600,000
GMAC3390 1,435,529 1,435,529 1,235,527 1,235,527 1,350,421 1.70 1,164,765 1.47 13,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1270 837,175 769,380 1,012,894 995,179 1,013,229 1.45 870,705 1.24 12,300,000
GMAC1290 744,163 744,163 1,020,882 1,020,882 1,002,239 1.41 936,603 1.32 11,200,000
GMAC1300 1,401,039 1,314,285 1,517,044 1,427,564 1,439,617 1.92 1,323,517 1.76 15,100,000
GMAC3430 1,284,718 1,284,718 1,529,727 1,529,727 1,094,374 1.56 1,094,374 1.56 12,500,000
GMAC1320 1,052,826 1,052,826 966,201 966,201 867,717 1.39 799,574 1.28 10,400,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1330 1,354,087 1,217,174 1,349,964 1,309,342 1,349,270 1.95 1,265,870 1.83 13,800,000
TA1585 1,356,905 1,356,905 1,482,137 1,482,137 1,119,832 1.94 1,022,660 1.77 13,300,000
TA1140 990,249 990,249 1,102,262 1,102,262 1,082,895 1.74 805,181 1.29 9,800,000
GMAC1340 550,492 550,492 555,240 555,240 802,785 1.34 750,585 1.25 9,000,000
GMAC1360 1,291,362 1,186,133 1,232,826 1,129,640 1,349,200 2.03 1,243,600 1.88 13,250,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3560 807,356 807,356 1,111,840 1,097,238 1,021,573 1.77 971,206 1.68 11,000,000
TA0146 1,010,379 878,297 952,287 888,240 839,867 1.45 752,425 1.30 10,350,000
GMAC1370 376,124 376,124 538,746 538,746 646,495 1.09 646,495 1.09 9,150,000
GMAC1380 741,166 741,166 638,923 638,923 778,872 1.41 737,951 1.34 8,500,000
GMAC1390 1,258,374 1,153,337 1,221,688 1,031,706 1,197,091 1.90 1,109,191 1.76 13,550,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1400 693,150 693,150 1,029,546 1,029,546 1,029,546 1.69 1,029,546 1.69 9,400,000
GMAC1410 567,201 526,164 688,080 606,668 705,233 1.36 674,983 1.31 9,100,000
GMAC1420 1,197,631 1,197,631 1,222,168 1,222,168 1,224,330 2.21 1,086,000 1.96 10,800,000
GMAC4090 950,651 950,651 822,501 1.41 769,104 1.32 9,500,000
GMAC1450 1,183,868 857,535 820,510 820,510 1,000,796 1.71 781,793 1.33 10,700,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1480 865,463 865,463 682,493 682,493 670,885 1.43 642,618 1.37 7,500,000
GMAC1440 557,682 557,682 658,228 658,228 707,693 1.52 623,515 1.34 7,600,000
GMAC3320 55,690 55,690 580,117 472,864 692,145 1.37 636,709 1.26 8,400,000
GMAC1490 755,780 755,780 776,155 770,760 716,291 1.43 641,087 1.28 7,300,000
GMAC4100 713,063 708,008 705,860 1.50 642,287 1.36 9,700,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC1500 906,722 906,722 1,006,485 1,006,485 1,008,171 1.95 786,753 1.52 11,500,000
GMAC1510 496,931 494,977 601,094 1.33 560,454 1.24 7,575,000
GMAC1530 949,774 906,904 908,064 873,126 984,182 1.90 924,182 1.78 10,000,000
TA2090 471,747 446,046 686,292 61,678 675,285 1.54 607,966 1.38 6,800,000
WF9701 713,024 659,564 710,441 710,441 653,674 1.27 603,825 1.17 7,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC4030 665,117 665,117 676,453 676,453 634,108 1.42 596,961 1.34 6,250,000
TA2088 551,697 551,697 512,050 512,050 594,812 1.46 515,209 1.27 6,700,000
GMAC3400 520,964 520,964 684,074 684,074 674,462 1.57 638,736 1.49 6,900,000
TA2094 804,000 804,000 721,329 1.69 630,426 1.48 7,775,000
GMAC2030 621,981 613,579 583,722 1.46 538,545 1.35 6,750,000
- -----------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A 176,310 176,310 187,697 166,508 205,704 176,894 2,175,000
GMAC2020B 160,532 160,532 159,215 159,215 156,101 143,431 1,575,000
GMAC2020C 188,988 188,988 202,713 202,713 202,597 182,899 2,050,000
------- ------- ------- ------- ------- ------- ---------
GMAC2020 525,829 525,829 549,628 528,439 564,402 1.49 503,225 1.33 5,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA2667 529,902 451,575 514,929 458,057 545,306 1.39 483,323 1.23 6,200,000
GMAC2050 624,777 624,777 509,002 1.42 469,072 1.31 6,000,000
GMAC2040 873,700 533,756 848,330 402,916 815,784 1.94 737,484 1.76 8,600,000
GMAC2060 654,207 654,207 670,879 670,879 579,205 1.31 564,543 1.28 6,300,000
GMAC2070 792,478 722,333 741,048 712,940 771,601 1.93 706,801 1.76 8,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA0541 494,493 494,493 413,565 413,565 482,186 1.39 465,902 1.35 5,300,000
GMAC2090 750,597 748,396 799,911 2.03 732,111 1.86 7,800,000
GMAC3330 528,710 528,710 730,703 730,703 732,877 1.75 657,913 1.57 6,600,000
GMAC2100 778,484 717,593 1,120,058 1,110,333 800,283 2.05 723,483 1.85 7,630,000
TA1936 331,190 331,190 454,824 1.38 429,028 1.30 5,700,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2120 614,308 459,208 868,692 717,370 770,628 2.00 677,628 1.76 7,800,000
GMAC2130 357,773 357,773 496,131 458,226 561,633 1.56 461,452 1.28 5,400,000
GMAC2140 301,083 301,083 181,660 181,660 504,115 1.53 434,594 1.32 5,350,000
TA1799 544,360 544,360 234,839 234,839 564,477 1.56 509,528 1.41 13,000,000
GMAC2150 665,250 616,237 757,764 706,722 746,502 2.04 665,502 1.81 7,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2160 670,521 484,681 726,638 523,874 706,439 1.94 646,139 1.77 7,400,000
GMAC2180 341,048 341,048 553,324 528,664 433,048 1.35 409,048 1.28 4,800,000
TA2456 512,630 506,582 495,031 450,379 471,858 1.51 393,179 1.26 5,075,000
GMAC2190 433,411 433,411 432,353 432,353 475,070 1.03 472,453 1.03 4,450,000
GMAC2200 579,722 515,453 560,112 496,424 649,757 1.89 613,757 1.79 6,750,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA2414 433,218 418,499 417,106 409,924 441,317 1.52 376,182 1.30 4,750,000
GMAC2210 1,260,454 1,260,454 933,617 933,617 933,617 2.89 933,617 2.89 4,500,000
GMAC4120 316,858 307,256 323,291 1.03 321,900 1.03 3,415,000
GMAC2240 344,265 344,265 550,708 550,708 550,709 1.73 550,709 1.73 4,430,000
GMAC2360 349,499 349,499 416,862 416,862 397,060 1.44 383,490 1.39 4,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3410 499,423 499,423 549,992 549,992 504,162 1.75 425,487 1.48 6,000,000
GMAC2260 368,146 368,146 324,073 324,073 369,128 1.34 349,928 1.27 4,150,000
GMAC3450 430,984 430,984 432,227 432,227 401,658 1.50 356,283 1.33 4,360,000
GMAC2270 570,874 445,626 625,874 589,482 607,609 1.98 566,809 1.84 6,400,000
GMAC2290 510,797 456,987 569,902 500,520 603,095 1.99 533,495 1.76 6,400,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2300 574,041 531,550 609,834 577,518 686,107 2.33 644,707 2.19 5,800,000
GMAC2310 220,363 219,524 338,738 1.39 314,104 1.29 3,800,000
CROSSED GROUP 4
GMAC4040 204,689 169,910 383,414 1.75 350,964 1.60 3,450,000
GMAC4045 72,636 62,670 68,292 1.95 58,117 1.66 600,000
------ ------ ------ ---- ------ ---- -------
- -----------------------------------------------------------------------------------------------------------------------------------
277,325 232,580 451,706 1.78 409,081 1.61 4,050,000
GMAC2330 448,583 444,393 403,456 1.66 380,453 1.56 4,400,000
GMAC2320 341,695 341,695 362,327 362,327 385,518 1.61 327,731 1.37 4,100,000
TA1922 407,958 285,042 390,542 195,271 417,498 1.75 315,365 1.32 3,900,000
CROSSED GROUP 5
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3160 176,440 176,440 152,774 129,257 174,958 1.49 155,272 1.32 1,880,000
GMAC3590 176,718 172,501 170,973 1.40 157,772 1.30 1,950,000
------- ------- ------- ------- ------- ---- ------- ---- ---------
176,440 176,440 329,492 301,758 345,931 1.45 313,044 1.31 3,830,000
GMAC2340 468,640 419,641 529,166 493,570 554,709 2.05 495,909 1.83 5,600,000
GMAC2350 461,464 385,517 552,494 506,944 532,914 1.99 469,914 1.75 5,400,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2370 262,649 251,182 339,076 325,714 360,089 1.54 315,496 1.35 4,145,000
GMAC2380 216,676 216,676 413,533 368,533 346,799 1.58 299,279 1.36 3,900,000
GMAC4130 259,138 251,286 264,399 1.03 263,008 1.03 2,800,000
GMAC2410 193,312 193,312 324,411 324,411 354,182 1.52 316,029 1.36 3,700,000
TA2921 444,589 1.73 327,336 1.27 5,300,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2400 511,874 409,516 572,028 486,810 605,296 2.35 542,896 2.11 5,300,000
GMAC2420 332,749 332,749 502,761 502,761 404,347 1.74 312,601 1.35 3,900,000
GMAC3470 293,871 246,982 321,448 286,105 307,088 1.39 278,648 1.26 3,500,000
GMAC2440 383,393 383,393 297,934 252,811 316,510 1.46 277,446 1.28 3,450,000
GMAC3340 292,415 292,415 520,087 520,087 520,087 2.07 520,087 2.07 4,600,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA2394 374,097 374,097 407,030 407,030 334,108 1.64 255,754 1.25 3,500,000
GMAC3350 171,100 171,100 363,610 1.74 285,656 1.37 3,700,000
TA1658 596,263 596,263 592,312 592,312 375,858 1.70 375,858 1.70 5,300,000
GMAC4080 303,196 303,196 281,067 281,067 296,109 1.48 261,109 1.30 3,110,000
GMAC2450 481,268 425,412 469,273 416,225 484,367 2.13 414,467 1.82 4,400,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2460 329,165 292,621 328,121 1.51 304,764 1.40 3,300,000
GMAC2480 308,323 308,323 282,266 1.50 244,862 1.31 3,200,000
GMAC2470 411,939 373,375 418,628 340,980 440,942 2.01 395,342 1.81 4,600,000
GMAC2490 485,368 438,082 485,846 448,422 436,659 2.01 381,459 1.76 4,300,000
GMAC3360 308,950 308,950 274,992 1.41 246,026 1.26 3,100,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2570 277,086 273,723 261,318 1.38 246,940 1.31 3,100,000
GMAC2500 204,882 204,882 260,794 260,794 269,867 1.45 243,972 1.31 3,200,000
GMAC2530 337,411 332,516 337,550 330,050 316,942 1.66 280,894 1.47 3,050,000
GMAC2510 339,597 -13,687 206,003 188,612 399,695 1.98 275,298 1.37 4,270,000
GMAC2520 408,405 379,244 495,452 452,572 424,413 2.02 369,213 1.76 4,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA1898 326,931 310,781 401,876 399,288 318,348 1.66 271,444 1.41 4,100,000
GMAC2540 330,060 330,060 276,969 276,969 268,762 1.35 268,762 1.35 3,540,000
GMAC2560 187,465 151,776 330,722 233,651 310,942 1.64 263,005 1.39 3,075,000
GMAC2580 409,435 392,304 354,742 338,428 388,902 1.94 351,402 1.76 3,550,000
GMAC2590 435,799 414,047 382,776 357,134 381,729 1.92 349,329 1.75 4,200,000
- -----------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1 263,720 260,024 298,294 263,361 425,000
TA1738-2 2,875,000
------- ------- ---------
TA1738 263,720 260,024 298,294 1.67 263,361 1.48 3,300,000
GMAC2600 416,346 387,827 488,574 454,076 444,021 2.25 364,821 1.85 4,100,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC2610 372,323 340,419 402,068 374,460 380,892 1.94 343,992 1.76 3,500,000
GMAC2620 188,106 183,041 290,115 284,755 261,207 1.54 230,585 1.36 2,880,000
GMAC2630 257,203 249,042 248,089 1.48 227,679 1.36 2,800,000
GMAC2550 214,551 184,303 253,047 222,695 255,898 1.56 219,841 1.34 2,490,000
WF9703 256,376 211,505 251,015 251,015 260,663 1.47 242,683 1.37 2,500,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3020 228,081 222,286 233,520 1.57 201,945 1.35 2,465,000
DAIBES APARTMENTS
GMAC3040A 111,200 111,200 135,559 135,559 1,100,000
GMAC3040B 106,496 106,496 122,843 122,843 1,330,000
------- ------- ------- ------- ---------
GMAC3040 217,696 217,696 258,402 258,402 229,700 1.45 217,100 1.37 2,430,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3030 268,500 268,500 274,500 1.07 273,000 1.06 2,500,000
GMAC3050 359,519 333,155 -297,532 -325,238 338,881 2.17 273,481 1.75 3,200,000
GMAC3070 49,717 49,717 195,040 195,040 188,500 1.20 188,500 1.20 2,725,000
GMAC3510 183,275 183,275 227,737 1.64 187,858 1.36 2,560,000
GMAC3060 690,750 690,750 753,067 753,067 753,067 3.14 753,067 3.14 6,900,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3080 224,322 218,774 221,274 216,347 210,452 1.57 181,181 1.35 2,150,000
TA2573 277,451 277,451 272,657 272,657 232,906 1.34 211,656 1.22 2,250,000
GMAC3100 274,132 257,134 298,866 277,072 285,639 1.93 259,839 1.76 2,775,000
GMAC3120 249,127 249,127 282,085 282,085 260,064 1.56 241,228 1.45 2,600,000
GMAC3140 213,646 213,646 215,011 215,011 183,264 1.44 168,414 1.33 2,000,000
- -----------------------------------------------------------------------------------------------------------------------------------
TA1900 140,924 140,924 187,097 187,097 175,517 1.49 160,929 1.37 1,800,000
GMAC3150 273,633 271,776 290,202 286,984 197,228 1.52 178,253 1.37 1,900,000
GMAC3180 238,960 213,184 223,344 198,344 241,964 2.04 208,464 1.76 2,500,000
GMAC3190 158,443 158,443 170,211 170,211 156,489 1.47 143,089 1.35 1,985,000
GMAC3200 206,485 171,692 233,724 207,446 228,375 1.97 203,175 1.76 2,330,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3210 217,424 198,069 224,040 210,246 221,041 2.04 189,841 1.75 2,050,000
GMAC3220 170,654 170,654 166,340 136,240 158,660 1.68 127,701 1.35 1,680,000
GMAC3230 109,439 103,928 168,574 160,757 145,745 1.67 120,661 1.39 1,600,000
GMAC3300 146,418 146,418 157,446 157,446 127,728 1.47 115,728 1.33 1,300,000
TA1772 133,252 133,252 146,610 146,610 132,002 1.48 122,402 1.37 1,350,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3250 78,271 78,271 134,438 134,438 163,482 1.86 159,607 1.82 1,600,000
GMAC3270 145,239 52,144 137,053 132,353 140,881 1.55 126,657 1.40 1,350,000
GMAC3260 622,532 622,532 625,559 625,559 625,559 5.38 625,559 5.38 3,750,000
GMAC3240 95,534 95,534 172,431 172,431 163,717 1.86 116,830 1.32 1,250,000
GMAC3280 93,489 87,326 109,780 106,361 99,987 1.59 89,538 1.42 1,015,000
- -----------------------------------------------------------------------------------------------------------------------------------
GMAC3290 92,703 92,703 102,849 102,849 79,128 1.46 71,728 1.32 809,000
<PAGE>
<CAPTION>
CUT-OFF DATE
CUT-OFF BED, UNIT BALANCE /
LOAN APPRAISAL DATE MATURITY DATE ROOM, PAD SQ FT, UNIT, OCCUPANCY
NUMBER DATE LTV (%) OR ARD LTV (%) OR SQ.FT UNIT TYPE BED, PAD OR ROOM PERCENTAGE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A 1/1/98 90 Beds 64
GMAC1010B 1/1/98 21 Beds 43
GMAC1010C 1/1/98 63 Beds 96
GMAC1010D 1/1/98 202 Beds 61
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010E 1/1/98 71 Beds 78
GMAC1010F 1/1/98 60 Beds 96
GMAC1010G 1/1/98 58 Beds 89
GMAC1010H 1/1/98 116 Beds 65
GMAC1010I 1/1/98 35 Beds 91
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010J 1/1/98 101 Beds 98
GMAC1010K 1/1/98 63 Beds 95
GMAC1010L 1/1/98 49 Beds 71
GMAC1010M 1/1/98 63 Beds 90
GMAC1010N 1/1/98 98 Beds 88
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010O 1/1/98 20 Beds 87
GMAC1010P 1/1/98 77 Beds 97
GMAC1010Q 1/1/98 105 Beds 73
GMAC1010R 1/1/98 63 Beds 87
GMAC1010S 1/1/98 76 Beds 87
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010T 1/1/98 129 Beds 72
GMAC1010U 1/1/98 43 Beds 100
GMAC1010V 1/1/98 200 Beds 71
GMAC1010W 1/1/98 80 Beds 69
GMAC1010X 1/1/98 60 Beds 88
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y 1/1/98 118 Beds 68
GMAC1010Z 1/1/98 99 Beds 84
GMAC1010AA 1/1/98 62 Beds 85
GMAC1010AB 1/1/98 78 Beds 80
GMAC1010AC 1/1/98 65 Beds 78
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD 1/1/98 175 Beds 81
GMAC1010AE 1/1/98 57 Beds 67
GMAC1010AF 1/1/98 100 Beds 42
GMAC1010AH 1/1/98 70 Beds 51
GMAC1010AI 1/1/98 110 Beds 44
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ 1/1/98 66 Beds 79
GMAC1010AK 1/1/98 104 Beds 49
GMAC1010AL 1/1/98 120 Beds 92
GMAC1010AM 1/1/98 100 Beds 35
GMAC1010AN 1/1/98 120 Beds 50
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO 1/1/98 112 Beds 43
GMAC1010AP 1/1/98 64 Beds 63
GMAC1010AQ 1/1/98 120 Beds 43
GMAC1010AR 1/1/98 52 Beds 72
GMAC1010AS 1/1/98 126 Beds 61
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT 1/1/98 102 Beds 40
GMAC1010AU 1/1/98 69 Beds 63
GMAC1010AV 1/1/98 60 Beds 90
GMAC1010AW 1/1/98 76 Beds 81
GMAC1010AX 1/1/98 120 Beds 29
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY 1/1/98 80 Beds 47
GMAC1010AZ 1/1/98 100 Beds 47
GMAC1010BA 1/1/98 64 Beds 50
GMAC1010BB 1/1/98 60 Beds 59
GMAC1010BC 1/1/98 94 Beds 50
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD 1/1/98 68 Beds 50
GMAC1010BE 1/1/98 136 Beds 52
GMAC1010BF 1/1/98 86 Beds 63
GMAC1010BG 1/1/98 60 Beds 81
GMAC1010BH 1/1/98 106 Beds 59
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI 1/1/98 53 Beds 95
GMAC1010BJ 1/1/98 106 Beds 80
GMAC1010BK 1/1/98 115 Beds 68
GMAC1010BL 1/1/98 100 Beds 50
GMAC1010BM 1/1/98 120 Beds 56
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN 1/1/98 48 Beds 55
GMAC1010BO 1/1/98 58 Beds 84
GMAC1010BP 1/1/98 80 Beds 59
GMAC1010BQ 1/1/98 113 Beds 78
GMAC1010BS 1/1/98 108 Beds 35
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT 1/1/98 72 Beds 52
GMAC1010BU 1/1/98 100 Beds 57
GMAC1010BV 1/1/98 102 Beds 45
GMAC1010BW 1/1/98 110 Beds 86
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX 1/1/98 98 Beds 79
GMAC1010BY 1/1/98 154 Beds 50
GMAC1010BZ 1/1/98 140 Beds 79
GMAC1010CA 1/1/98 156 Beds 69
GMAC1010CB 1/1/98 144 Beds 67
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC 1/1/98 60 Beds 59
GMAC1010CD 1/1/98 48 Beds 84
GMAC1010CE 1/1/98 80 Beds 55
GMAC1010CF 1/1/98 80 Beds 74
GMAC1010CG 1/1/98 116 Beds 55
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH 1/1/98 100 Beds 61
GMAC1010CI 1/1/98 58 Beds 46
GMAC1010CJ 1/1/98 102 Beds 48
GMAC1010CK 1/1/98 60 Beds 83
-- ----
GMAC1010 88 69 7,823 BEDS $28,817
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC4060 1/28/98 50 40 801 Rooms 77,309 71
ALLIANCE PORTFOLIO
GA0175-1 11/4/97 260 Units 95
GA0175-2 11/4/97 310 Units 94
GA0175-3 10/23/97 354 Units 95
- ----------------------------------------------------------------------------------------------------------------------------------
GA0175-4 11/4/97 236 Units 97
GA0175-5 3/23/98 216 Units 95
GA0175-6 11/6/97 290 Units 98
GA0175-7 11/6/97 580 Units 96
GA0175-8 10/23/97 516 Units 98
--- -----
- ----------------------------------------------------------------------------------------------------------------------------------
GA0175 75 65 2,762 UNITS 22,375
GMAC1130 6/1/97 58 46 553 Rooms 88,504 69
GMAC1020 11/19/97 47 37 374,900 Sq Ft 120 99
GMAC1030 10/17/97 71 61 543,532 Sq Ft 83 97
LOUISIANA PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------------------------
BL9703-1 7/22/97 168 Units 97
BL9703-2 7/22/97 304 Units 89
BL9703-3 7/15/97 1,058 Units 94
BL9703-4 7/15/97 551 Units 95
BL9703-5 7/22/97 200 Units 83
--- -----
- ----------------------------------------------------------------------------------------------------------------------------------
BL9703 63 29 2,281 UNITS 15,866
GMAC1040 11/1/97 54 40 214,658 Sq Ft 163 98
AMERIPARK LODGE PORTFOLIO
GMAC1050A 11/19/97 154 Units 92
GMAC1050B 11/13/97 176 Units 94
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1050C 11/14/97 246 Units 73
GMAC1050D 11/17/97 121 Units 87
--- -----
GMAC1050 80 62 697 UNITS 49,335
GMAC1070 10/9/97 78 66 285,274 Sq Ft 89 80
CROSSED GROUP 1
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1240 9/8/97 80 69 201 Units 44,599 84
GMAC1310 9/8/97 80 69 178 Units 44,207 78
GMAC1520 9/8/97 81 70 132 Units 42,257 75
-- -- --- ----- ------
80 69 511 UNITS 43,857
TA0814 1/1/98 74 64 276,024 Sq Ft 75 93
- ----------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 1/1/98 81 0 382,605 Sq Ft 41 100
GMAC4055 1/1/98 57 0 200,000 Sq Ft 23 100
-- - ------- ----- --
74 0 582,605 SQ FT 35
GMAC1080 11/11/97 80 68 305 Units 55,531 94
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1090 9/8/97 82 71 627,975 Sq Ft 26 100
GMAC1110 11/19/97 79 69 186,134 Sq Ft 84 93
GMAC3310 12/3/97 78 61 72,232 Sq Ft 212 100
GMAC4110 12/15/97 75 65 242,317 Sq Ft 63 83
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1120A 9/2/97 384 Units 90
GMAC1120B 9/2/97 253 Units 69
--- -----
GMAC1120 9/2/97 76 69 637 UNITS 21,002
CROSSED GROUP 3
GMAC1350 8/12/97 77 65 161 Beds 44,544 83
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1470 8/7/97 75 63 116 Beds 49,803 87
-- -- --- ---- ------
76 64 277 BEDS 46,746
GMAC3370 12/1/97 54 43 298 Beds 40,180 81
GMAC4010 3/1/98 76 60 809 Units 14,797 84
TA2271 10/20/97 70 60 72,417 Sq Ft 165 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1140 8/29/97 68 59 118,722 Sq Ft 97 94
TA3078 12/24/97 77 58 124,151 Sq Ft 90 97
GMAC1150 10/31/97 75 60 202 Units 55,365 97
GMAC3380 1/1/98 47 29 150 Rooms 68,853 75
GMAC1180 10/7/97 71 66 584,030 Sq Ft 17 94
- ----------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A 11/17/97 140 Units 96
GMAC1190B 11/17/97 88 Units 98
GMAC1190C 11/17/97 157 Units 85
GMAC1190D 11/17/97 75 Units 87
-- -----
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1190 80 69 460 UNITS 21,670
GMAC1210 10/31/97 75 60 170 Units 55,261 97
GMAC1220 12/3/97 75 64 430 Units 21,331 90
LICATA PORTFOLIO
TA0831-1 8/8/97 86 Units 95
- ----------------------------------------------------------------------------------------------------------------------------------
TA0831-2 8/8/97 66 Units 94
TA0831-3 8/8/97 60 Units 97
TA0831-4 8/8/97 84 Units 89
TA0831-5 10/1/97 68 Units 93
TA0831-6 10/1/97 40 Units 93
-- -----
- ----------------------------------------------------------------------------------------------------------------------------------
TA0831 78 62 404 UNITS 22,392
GMAC1230 10/31/97 52 0 487 Units 18,427 97
TA1432 9/26/97 81 69 155,932 Sq Ft 57 97
GMAC1250 8/25/97 75 65 122,874 Sq Ft 71 100
GMAC3390 1/1/98 66 41 193 Rooms 44,723 78
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1270 11/19/97 70 60 101,618 Sq Ft 84 95
GMAC1290 9/23/97 75 65 79,136 Sq Ft 106 96
GMAC1300 10/31/97 53 0 387 Units 20,559 89
GMAC3430 1/1/98 62 49 76 Rooms 101,852 81
GMAC1320 10/27/97 72 62 42,884 Sq Ft 174 87
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1330 10/31/97 53 0 278 Units 26,372 92
TA1585 11/23/97 55 40 113,428 Sq Ft 64 100
TA1140 1/9/98 73 58 158,724 Sq Ft 45 87
GMAC1340 12/1/97 80 69 348 Units 20,627 96
GMAC1360 10/28/97 53 0 352 Units 19,986 92
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3560 8/7/97 63 53 48,672 Sq Ft 143 98
TA0146 10/12/97 67 59 101,415 Sq Ft 69 93
GMAC1370 10/1/97 74 59 187 Units 36,412 93
GMAC1380 12/3/97 80 69 168 Units 40,379 97
GMAC1390 10/30/97 49 0 293 Units 22,865 96
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1400 10/1/97 71 57 120 Beds 55,711 91
GMAC1410 11/24/97 72 67 121 Units 53,790 98
GMAC1420 9/12/97 58 46 154 Rooms 40,398 73
GMAC4090 6/9/97 65 53 88,000 Sq Ft 70 100
GMAC1450 10/13/97 58 0 205,692 Sq Ft 30 87
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1480 11/15/97 77 67 47,264 Sq Ft 122 99
GMAC1440 11/24/97 76 65 69,280 Sq Ft 83 96
GMAC3320 11/25/97 68 54 88,625 Sq Ft 65 86
GMAC1490 6/13/97 78 69 48,547 Sq Ft 118 100
GMAC4100 11/26/97 59 51 50,545 Sq Ft 113 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC1500 4/8/97 49 40 176 Rooms 32,243 75
GMAC1510 11/5/97 73 65 209 Units 26,388 96
GMAC1530 10/31/97 55 0 200 Units 27,498 100
TA2090 11/29/97 80 59 73,875 Sq Ft 74 89
WF9701 9/21/95 75 40 142,425 Sq Ft 37 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC4030 1/12/98 83 73 40,900 Sq Ft 127 100
TA2088 12/11/97 75 56 60,091 Sq Ft 83 89
GMAC3400 12/1/97 72 55 11,177 Sq Ft 447 100
TA2094 10/22/97 64 51 66,218 Sq Ft 75 100
GMAC2030 8/6/97 69 60 30,429 Sq Ft 152 98
- ----------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A 1/5/98 96 Units 97
GMAC2020B 1/9/98 40 Units 100
GMAC2020C 1/5/98 68 Units 93
-- -----
GMAC2020 80 69 204 UNITS 22,661
- ----------------------------------------------------------------------------------------------------------------------------------
TA2667 12/15/97 73 58 58,247 Sq Ft 78 100
GMAC2050 10/16/97 75 64 42,518 Sq Ft 106 90
GMAC2040 10/29/97 52 0 261 Units 17,062 90
GMAC2060 1/1/98 69 42 72,560 Sq Ft 60 100
GMAC2070 11/26/97 50 0 216 Units 19,682 91
- ----------------------------------------------------------------------------------------------------------------------------------
TA0541 9/25/97 79 69 275 Pads 15,249 97
GMAC2090 10/31/97 54 0 226 Units 18,506 87
GMAC3330 8/1/97 63 53 100 Rooms 41,726 66
GMAC2100 11/20/97 54 0 256 Units 16,170 95
TA1936 1/16/98 72 62 16,888 Sq Ft 242 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2120 10/31/97 52 0 310 Units 13,202 94
GMAC2130 10/3/97 75 45 91,686 Sq Ft 44 96
GMAC2140 11/14/97 75 65 56,691 Sq Ft 70 100
TA1799 11/17/97 31 25 44,500 Sq Ft 90 100
GMAC2150 11/5/97 50 0 270 Units 14,409 97
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2160 10/31/97 52 0 201 Units 19,258 97
GMAC2180 10/7/97 80 69 120 Units 31,903 93
TA2456 12/18/97 75 65 81,887 Sq Ft 46 100
GMAC2190 10/30/97 84 0 8,724 Sq Ft 428 100
GMAC2200 11/25/97 54 0 120 Units 30,350 93
- ----------------------------------------------------------------------------------------------------------------------------------
TA2414 12/18/97 74 64 46,706 Sq Ft 75 98
GMAC2210 12/2/97 78 63 33 Beds 105,835 94
GMAC4120 12/2/97 100 0 13,905 Sq Ft 245 100
GMAC2240 9/7/97 76 64 99 Beds 34,201 95
GMAC2360 11/25/97 75 65 11,854 Sq Ft 284 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3410 12/5/97 56 43 80,829 Sq Ft 42 100
GMAC2260 10/6/97 80 69 96 Units 34,478 99
GMAC3450 11/3/97 75 65 63,340 Sq Ft 52 100
GMAC2270 11/3/97 51 0 136 Units 23,990 92
GMAC2290 11/5/97 50 0 232 Units 13,889 81
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2300 11/20/97 54 0 138 Units 22,649 94
GMAC2310 11/18/97 80 71 109 Units 27,798 93
CROSSED GROUP 4
GMAC4040 1/8/98 75 65 118 Units 21,896 92
GMAC4045 1/8/98 69 60 37 Units 11,132 97
-- -- -- ----- ------
- ----------------------------------------------------------------------------------------------------------------------------------
74 64 155 UNITS 19,327
GMAC2330 12/5/97 68 59 20,950 Sq Ft 143 100
GMAC2320 11/5/97 73 63 91,823 Sq Ft 33 95
TA1922 10/20/97 74 64 70,000 Sq Ft 41 99
CROSSED GROUP 5
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3160 1/2/98 75 65 15,814 Sq Ft 89 100
GMAC3590 1/12/98 75 65 28,110 Sq Ft 52 100
-- -- ------ ----- --
75 65 43,924 SQ FT 65
GMAC2340 10/31/97 51 0 196 Units 14,630 94
GMAC2350 11/5/97 53 0 210 Units 13,529 95
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2370 10/29/97 68 59 56,531 Sq Ft 50 100
GMAC2380 12/9/97 72 61 180 Units 15,516 93
GMAC4130 12/2/97 100 0 13,905 Sq Ft 201 100
GMAC2410 8/1/97 74 65 35,818 Sq Ft 76 100
TA2921 6/1/98 52 35 30,400 Sq Ft 90 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2400 10/28/97 51 0 208 Units 13,122 91
GMAC2420 7/1/97 70 61 110,222 Sq Ft 25 93
GMAC3470 12/16/97 77 67 90 Units 29,953 98
GMAC2440 7/18/97 78 67 152 Units 17,719 99
GMAC3340 10/1/97 58 47 270 Beds 9,930 94
- ----------------------------------------------------------------------------------------------------------------------------------
TA2394 1/15/98 71 62 47,573 Sq Ft 53 98
GMAC3350 1/8/98 67 62 107,431 Sq Ft 23 91
TA1658 12/1/97 47 29 47 Rooms 53,070 80
GMAC4080 1/15/98 80 69 140 Units 17,722 96
GMAC2450 10/30/97 55 0 233 Units 10,361 90
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2460 11/16/97 72 54 19,938 Sq Ft 120 100
GMAC2480 10/1/97 73 63 49,974 Sq Ft 47 93
GMAC2470 10/28/97 51 0 152 Units 15,285 95
GMAC2490 10/29/97 54 0 184 Units 12,507 97
GMAC3360 12/23/97 74 65 28,691 Sq Ft 80 77
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2570 11/11/97 74 64 9,144 Sq Ft 251 100
GMAC2500 11/14/97 72 62 30,514 Sq Ft 75 100
GMAC2530 10/3/97 75 65 44,846 Sq Ft 51 100
GMAC2510 9/11/97 53 42 73,361 Sq Ft 31 82
GMAC2520 10/31/97 50 0 184 Units 12,120 93
- ----------------------------------------------------------------------------------------------------------------------------------
TA1898 12/15/97 54 43 35,040 Sq Ft 63 100
GMAC2540 8/25/97 62 50 85 Beds 25,826 85
GMAC2560 10/17/97 71 62 57,862 Sq Ft 38 89
GMAC2580 10/31/97 60 0 125 Units 16,979 97
GMAC2590 11/16/97 50 0 108 Units 19,557 93
- ----------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1 12/3/97 10,200 Sq Ft 100
TA1738-2 12/3/97 34,844 Sq Ft 100
------ -----
TA1738 64 50 45,044 SQ FT 47
GMAC2600 10/29/97 51 0 264 Units 7,936 88
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC2610 10/31/97 59 0 123 Units 16,891 87
GMAC2620 10/29/97 71 62 34,083 Sq Ft 60 93
GMAC2630 10/29/97 72 61 40,804 Sq Ft 49 100
GMAC2550 12/19/97 80 69 119 Units 16,701 94
WF9703 10/2/95 72 38 51,372 Sq Ft 35 92
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3020 10/29/97 73 63 28,975 Sq Ft 62 98
DAIBES APARTMENTS
GMAC3040A 11/10/97 31 Units 100
GMAC3040B 11/10/97 32 Units 100
-- -----
GMAC3040 69 47 63 UNITS 26,776
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3030 1/28/98 67 0 15,000 Sq Ft 112 100
GMAC3050 10/29/97 52 0 218 Units 7,589 91
GMAC3070 6/16/97 61 50 58 Beds 28,436 94
GMAC3510 10/10/97 64 56 39,667 Sq Ft 42 92
GMAC3060 1/19/98 24 0 170 Beds 9,685 98
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3080 10/3/97 74 65 26,100 Sq Ft 61 100
TA2573 11/7/97 71 0 85 Units 18,765 95
GMAC3100 10/31/97 57 0 86 Units 18,249 92
GMAC3120 10/14/97 57 0 10,200 Sq Ft 146 100
GMAC3140 10/28/97 72 64 54 Units 26,778 100
- ----------------------------------------------------------------------------------------------------------------------------------
TA1900 12/5/97 80 69 22,587 Sq Ft 64 95
GMAC3150 10/9/97 74 60 75 Units 18,851 97
GMAC3180 11/17/97 50 0 134 Units 9,403 94
GMAC3190 9/25/97 63 58 67 Units 18,588 96
GMAC3200 11/20/97 53 0 84 Units 14,609 92
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3210 11/5/97 56 0 104 Units 11,033 92
GMAC3220 10/29/97 68 59 27,441 Sq Ft 41 100
GMAC3230 10/29/97 65 57 19,866 Sq Ft 53 100
GMAC3300 7/2/97 80 73 60 Units 17,232 97
TA1772 11/26/97 76 60 48 Units 21,407 98
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3250 12/1/97 62 50 19,373 Sq Ft 52 99
GMAC3270 7/11/97 74 59 24,994 Sq Ft 40 100
GMAC3260 8/22/97 26 0 102 Beds 9,692 91
GMAC3240 11/12/97 72 49 39,524 Sq Ft 23 94
GMAC3280 10/29/97 75 65 10,786 Sq Ft 70 100
- ----------------------------------------------------------------------------------------------------------------------------------
GMAC3290 7/2/97 79 73 37 Units 17,234 97
<PAGE>
<CAPTION>
TOTAL
REQUIRED TOTAL
LOAN OCCUPANCY ANNUAL REQUIRED ANNUAL
NUMBER AS OF DATE RESERVES RESERVES PER UNIT/SQ FT LARGEST TENANT NAME
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A 10/31/97 $19,000 $211.11
GMAC1010B 10/31/97 5,250 250.00
GMAC1010C 10/31/97 15,500 246.03
GMAC1010D 10/31/97 46,750 231.44
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010E 10/31/97 17,750 250.00
GMAC1010F 10/31/97 15,000 250.00
GMAC1010G 10/31/97 13,500 232.76
GMAC1010H 10/31/97 29,000 250.00
GMAC1010I 10/31/97 8,750 250.00
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010J 10/31/97 25,000 247.52
GMAC1010K 10/31/97 15,750 250.00
GMAC1010L 10/31/97 12,250 250.00
GMAC1010M 10/31/97 15,750 250.00
GMAC1010N 10/31/97 24,500 250.00
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010O 10/31/97 5,000 250.00
GMAC1010P 10/31/97 19,000 246.75
GMAC1010Q 10/31/97 26,250 250.00
GMAC1010R 10/31/97 15,750 250.00
GMAC1010S 10/31/97 18,750 246.71
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010T 10/31/97 32,250 250.00
GMAC1010U 10/31/97 10,750 250.00
GMAC1010V 10/31/97 46,000 230.00
GMAC1010W 10/31/97 20,000 250.00
GMAC1010X 10/31/97 15,000 250.00
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010Y 10/31/97 22,000 186.44
GMAC1010Z 10/31/97 24,750 250.00
GMAC1010AA 10/31/97 15,500 250.00
GMAC1010AB 10/31/97 19,000 243.59
GMAC1010AC 10/31/97 15,500 238.46
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AD 10/31/97 41,000 234.29
GMAC1010AE 10/31/97 14,250 250.00
GMAC1010AF 10/31/97 24,000 240.00
GMAC1010AH 10/31/97 16,000 228.57
GMAC1010AI 10/31/97 25,000 227.27
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ 10/31/97 16,000 242.42
GMAC1010AK 10/31/97 25,750 247.60
GMAC1010AL 10/31/97 28,500 237.50
GMAC1010AM 10/31/97 21,500 215.00
GMAC1010AN 10/31/97 23,000 191.67
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AO 10/31/97 25,000 223.21
GMAC1010AP 10/31/97 16,000 250.00
GMAC1010AQ 10/31/97 24,000 200.00
GMAC1010AR 10/31/97 11,500 221.15
GMAC1010AS 10/31/97 31,000 246.03
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AT 10/31/97 22,000 215.69
GMAC1010AU 10/31/97 15,750 228.26
GMAC1010AV 10/31/97 14,250 237.50
GMAC1010AW 10/31/97 18,500 243.42
GMAC1010AX 10/31/97 28,500 237.50
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010AY 10/31/97 17,000 212.50
GMAC1010AZ 10/31/97 21,500 215.00
GMAC1010BA 10/31/97 16,000 250.00
GMAC1010BB 10/31/97 14,250 237.50
GMAC1010BC 10/31/97 18,500 196.81
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BD 10/31/97 14,500 213.23
GMAC1010BE 10/31/97 31,000 227.94
GMAC1010BF 10/31/97 18,000 209.30
GMAC1010BG 10/31/97 14,250 237.50
GMAC1010BH 10/31/97 23,500 221.70
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BI 10/31/97 13,250 250.00
GMAC1010BJ 10/31/97 25,500 240.57
GMAC1010BK 10/31/97 26,000 226.09
GMAC1010BL 10/31/97 22,500 225.00
GMAC1010BM 10/31/97 28,500 237.50
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BN 10/31/97 10,500 218.75
GMAC1010BO 10/31/97 14,000 241.38
GMAC1010BP 10/31/97 16,750 209.37
GMAC1010BQ 10/31/97 27,750 245.58
GMAC1010BS 10/31/97 20,250 187.50
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BT 10/31/97 17,000 236.11
GMAC1010BU 10/31/97 24,500 245.00
GMAC1010BV 10/31/97 19,500 191.18
GMAC1010BW 10/31/97 27,000 245.45
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010BX 10/31/97 23,500 239.80
GMAC1010BY 10/31/97 31,750 206.17
GMAC1010BZ 10/31/97 33,000 235.71
GMAC1010CA 10/31/97 37,000 237.18
GMAC1010CB 10/31/97 32,250 223.96
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010CC 10/31/97 13,500 225.00
GMAC1010CD 10/31/97 11,500 239.58
GMAC1010CE 10/31/97 19,000 237.50
GMAC1010CF 10/31/97 19,000 237.50
GMAC1010CG 10/31/97 23,500 202.59
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1010CH 10/31/97 24,000 240.00
GMAC1010CI 10/31/97 14,000 241.38
GMAC1010CJ 10/31/97 24,500 240.20
GMAC1010CK 10/31/97 15,000 250.00
------ ------
GMAC1010 1,813,750 231.85
- --------------------------------------------------------------------------------------------------------------------------------
GMAC4060 12/31/97
ALLIANCE PORTFOLIO
GA0175-1 1/19/98
GA0175-2 1/23/98
GA0175-3 1/19/98
- --------------------------------------------------------------------------------------------------------------------------------
GA0175-4 1/19/98
GA0175-5 1/26/98
GA0175-6 1/19/98
GA0175-7 1/19/98
GA0175-8 1/26/98
- --------------------------------------------------------------------------------------------------------------------------------
GA0175 552,072 199.88
GMAC1130 12/31/97
GMAC1020 12/4/97 80,000 0.21 Diamond Dealers Club
GMAC1030 1/15/98 Cub Foods (BBB)
LOUISIANA PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------
BL9703-1 6/30/97
BL9703-2 7/31/97
BL9703-3 7/8/97
BL9703-4 10/29/97
BL9703-5 7/31/97
- --------------------------------------------------------------------------------------------------------------------------------
BL9703 570,252 250.00
GMAC1040 11/12/97 21,466 0.10 Avon
AMERIPARK LODGE PORTFOLIO
GMAC1050A 11/30/97
GMAC1050B 11/30/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1050C 11/30/97
GMAC1050D 11/30/97
GMAC1050
GMAC1070 12/5/97 128,527 0.45 JC Penney Home Store
CROSSED GROUP 1
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1240 3/31/98 78,424 390.17
GMAC1310 3/31/98 69,954 393.00
GMAC1520 3/30/98 43,185 327.16
------ ------
191,563 374.88
TA0814 11/27/97 438,684 1.59 Continental Broker
- --------------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 2/4/98 Fleet Bank
GMAC4055 2/4/98 IBM
GMAC1080 11/18/97 68,320 224.00
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1090 9/8/97 398,539 0.63 K-Mart
GMAC1110 11/30/97 99,343 0.53 Ames
GMAC3310 2/1/98 7,223 0.10 Viacom International, Inc.
GMAC4110 2/20/98 244,500 1.01 Shopper's Food
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1120A 7/31/97
GMAC1120B 10/22/97
GMAC1120 187,688 294.64
CROSSED GROUP 3
GMAC1350 9/30/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1470 9/30/97
GMAC3370 11/30/97
GMAC4010 2/25/98 182,025 225.00
TA2271 10/1/97 34,863 0.48 SS Mart at Hollywood Plaza
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1140 12/1/97 65,041 0.55 Bugle Boy
TA3078 2/2/98 28,555 0.23 Aldi, Inc
GMAC1150 8/31/97
GMAC3380 12/31/97
GMAC1180 10/1/97 Blockbuster, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A 12/12/97
GMAC1190B 12/12/97
GMAC1190C 3/14/98
GMAC1190D 3/14/98
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1190 116,875 254.08
GMAC1210 8/31/97
GMAC1220 1/6/98 96,750 225.00
LICATA PORTFOLIO
TA0831-1 3/31/98
- --------------------------------------------------------------------------------------------------------------------------------
TA0831-2 3/31/98
TA0831-3 3/31/98
TA0831-4 3/31/98
TA0831-5 3/31/98
TA0831-6 3/31/98
- --------------------------------------------------------------------------------------------------------------------------------
TA0831 100,000 247.52
GMAC1230 8/26/97
TA1432 12/30/97 23,382 0.15 Toys "R" US, Inc.
GMAC1250 9/12/97 14,745 0.12 Emporium
GMAC3390 12/1/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1270 12/31/97 142,565 1.40 Davis Market Research
GMAC1290 10/31/97 66,499 0.84 The Gap
GMAC1300 12/15/97
GMAC3430 1/1/98
GMAC1320 9/25/97 74,143 1.73 Knowlwood Restaurant
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1330 9/2/97
TA1585 7/31/97 8,848 0.08 Pacific Theatres
TA1140 1/30/98 185,584 1.17 Delaware
GMAC1340 10/31/97 52,200 150.00
GMAC1360 8/20/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3560 1/1/98 Barnes & Noble
TA0146 11/1/97 81,826 0.81 Walgreens Drug
GMAC1370 9/12/97
GMAC1380 1/12/98 40,992 244.00
GMAC1390 9/1/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1400 9/30/97
GMAC1410 11/19/97 27,828 229.98
GMAC1420 8/31/97
GMAC4090 6/9/97 53,397 0.61 Time Warner Cable Communications of Queens
GMAC1450 11/19/97 393,168 1.91 Conagra
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1480 11/30/97 39,591 0.84 Executive Suites
GMAC1440 11/13/97 10,392 0.15 Wellmark International
GMAC3320 12/5/97 55,439 0.63 State of Nevada Welfare Div
GMAC1490 9/7/97 69,709 1.44 FHP, Inc.
GMAC4100 1/21/98 134,664 2.66 Wickes Furniture Comapny, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
GMAC1500 9/30/97
GMAC1510 12/9/97 42,000 200.96
GMAC1530 10/1/97
TA2090 3/31/98 Cloth World (Brown Group Retail, Inc.)
WF9701 2/23/98 Iron Mountain
- --------------------------------------------------------------------------------------------------------------------------------
GMAC4030 1/12/98 6,544 0.16 Cigna Healthplan of Arizona, Inc.
TA2088 12/11/97 Body Ventures
GMAC3400 1/1/98 22,680 2.03 B. Moloch Restaurant
TA2094 2/12/98 79,462 1.20 Fox Animation Studio
GMAC2030 11/3/97 45,128 1.48 Blackhawk Video
- --------------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A 12/23/97
GMAC2020B 11/25/97
GMAC2020C 11/25/97
GMAC2020 61,178 299.89
- --------------------------------------------------------------------------------------------------------------------------------
TA2667 3/1/98 80,447 1.38 TLC 4 KIDS, INC D/B/A BABY'S BEST BUY
GMAC2050 2/12/98 41,532 0.98 Sports Orthopedic
GMAC2040 10/1/97
GMAC2060 1/19/98 20,328 0.28 SuperValu Stores
GMAC2070 10/1/97
- --------------------------------------------------------------------------------------------------------------------------------
TA0541 1/26/98 16,284 59.21
GMAC2090 9/16/97
GMAC3330 6/30/97
GMAC2100 11/20/97
TA1936 2/10/98 22,480 1.33 Back Bay Restaurant Group, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2120 9/16/97
GMAC2130 12/31/97 42,180 0.46 Farmer Jack
GMAC2140 2/11/98 59,672 1.05 Fast Food Merchandiser
TA1799 11/21/97 78,000 1.75 Galavs Travel
GMAC2150 9/17/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2160 8/29/97
GMAC2180 10/30/97 24,000 200.00
TA2456 12/11/97 7,369 0.09 BFI
GMAC2190 11/1/97 2,617 0.30 Fleet National Bank
GMAC2200 9/29/97
- --------------------------------------------------------------------------------------------------------------------------------
TA2414 12/1/97 62,581 1.34 Blockbuster
GMAC2210 12/2/97
GMAC4120 12/2/97 Walgreens Co.
GMAC2240 9/30/97
GMAC2360 11/25/97 13,764 1.16 Bice Restaurant
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3410 3/2/98 12,360 0.15 St. Vincents (9450 Bldg.)
GMAC2260 10/31/97 19,200 200.00
GMAC3450 11/1/97 57,891 0.91 Square D Corporation
GMAC2270 12/15/97
GMAC2290 9/17/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2300 12/15/97
GMAC2310 11/10/97 24,636 226.02
CROSSED GROUP 4
GMAC4040 1/31/98 32,448 274.98
GMAC4045 1/31/98 10,176 275.03
------ ------
- --------------------------------------------------------------------------------------------------------------------------------
42,624 274.99
GMAC2330 12/31/97 2,095 0.10 Pill Box Pharmacy
GMAC2320 12/2/97 11,937 0.13 F&D Medical Consulting
TA1922 2/6/98 86,590 1.24 Systex
CROSSED GROUP 5
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3160 1/22/98 22,248 1.41 Ameriquest Mortgage
GMAC3590 2/1/98 25,317 0.90 Pacific Recorders and Engineering (PRE)
------ ----
47,565 1.08
GMAC2340 9/1/97
GMAC2350 9/18/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2370 11/19/97 44,594 0.79 Healthcare Management
GMAC2380 12/9/97 47,520 264.00
GMAC4130 12/2/97 Walgreens Co.
GMAC2410 7/31/97 67,460 1.88 Community Credit Union
TA2921 2/28/98 63,729 2.10 Parametric Technology
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2400 8/18/97
GMAC2420 10/31/97 96,876 0.88 Minyards
GMAC3470 2/1/98 28,440 316.00
GMAC2440 8/5/97 39,064 257.00
GMAC3340 12/31/97
- --------------------------------------------------------------------------------------------------------------------------------
TA2394 9/15/97 61,143 1.29 Dutchess Community College
GMAC3350 1/26/98 77,940 0.73 Texas Comptrollers
TA1658 6/30/97
GMAC4080 12/31/97 35,000 250.00
GMAC2450 10/29/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2460 12/30/97 6,994 0.35 New Jersey Family Fun Centers (Laser Storm)
GMAC2480 12/23/97 37,411 0.75 Xata Corporation
GMAC2470 8/20/97
GMAC2490 10/28/97
GMAC3360 1/14/98 28,992 1.01 Intl House of Pancakes
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2570 11/11/97 13,006 1.42 L'Chateau Retreat, Inc.
GMAC2500 10/29/97 25,919 0.85 Johnson Floral
GMAC2530 12/18/97 15,248 0.34 Womens Workout & Fit
GMAC2510 11/1/97 105,336 1.44 Northwest Covenant
GMAC2520 9/4/97
- --------------------------------------------------------------------------------------------------------------------------------
TA1898 10/30/97 52,152 1.49 Social Security Administration
GMAC2540 9/30/97
GMAC2560 12/31/97 32,712 0.57 Mead Corporation
GMAC2580 9/2/97
GMAC2590 10/27/97
- --------------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1 3/13/98 Trevco, Inc
TA1738-2 3/13/98 Magellan Dis, Inc.
TA1738 28,725 0.64
GMAC2600 10/28/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC2610 9/1/97
GMAC2620 11/17/97 30,490 0.89 Northeast Executive Suites
GMAC2630 11/21/97 39,988 0.98 Media One Inc.
GMAC2550 12/19/97 36,060 303.03
WF9703 2/23/98 EAI Corporation
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3020 11/19/97 31,576 1.09 ICG Telecom
DAIBES APARTMENTS
GMAC3040A 12/9/97
GMAC3040B 12/9/97
GMAC3040 12,600 200.00
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3030 1/28/98 SSM Health Care, Inc.
GMAC3050 10/27/97
GMAC3070 9/30/97
GMAC3510 9/30/97 39,880 1.01 Re/Max & Assoc.
GMAC3060 1/19/98
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3080 11/7/97 8,613 0.33 Fiesta Han
TA2573 2/13/98 19,125 225.00
GMAC3100 9/2/97
GMAC3120 1/13/98 18,557 1.82 Vantana
GMAC3140 11/17/97 14,850 275.00
- --------------------------------------------------------------------------------------------------------------------------------
TA1900 1/30/98 8,262 0.37 Joseph Song Productions, Inc.
GMAC3150 11/1/97
GMAC3180 10/29/97
GMAC3190 10/30/97 13,400 200.00
GMAC3200 8/18/97
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3210 9/18/97
GMAC3220 11/19/97 30,959 1.13 Milner Document Products, INc.
GMAC3230 11/17/97 24,983 1.26 Century 21
GMAC3300 8/30/97 12,000 200.00
TA1772 1/26/98 12,000 250.00
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3250 11/1/97 3,876 0.20 Designer Woodworks
GMAC3270 7/11/97 2,240 0.09 MCM Video Security, Inc.
GMAC3260 3/31/97
GMAC3240 10/17/97 46,885 1.19 Sav A Lot
GMAC3280 11/19/97 11,501 1.07 Linfield Capital
- --------------------------------------------------------------------------------------------------------------------------------
GMAC3290 8/31/97 7,400 200.00
<PAGE>
<CAPTION>
LARGEST LARGEST
LARGEST TENANT TENANT TENANT
LOAN AREA LEASED % OF LEASE YEAR YEAR
NUMBER (SQ. FT.) NSF EXP. DATE BUILT RENOVATED
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SENIOR LIVING PROPERTIES PORTFOLIO
GMAC1010A 1970
GMAC1010B 1984 1984
GMAC1010C 1972
GMAC1010D 1971
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010E 1971
GMAC1010F 1973
GMAC1010G 1970
GMAC1010H 1958
GMAC1010I 1970
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010J 1971
GMAC1010K 1970 1995-1996
GMAC1010L 1972
GMAC1010M 1972
GMAC1010N 1971 1984,1986,1987
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010O 1983
GMAC1010P 1971 1973
GMAC1010Q 1962
GMAC1010R 1972
GMAC1010S 1969 1972, 1975
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010T 1971 & 1972 1982
GMAC1010U 1975
GMAC1010V 1971
GMAC1010W 1971 1974, 1976, 1978
GMAC1010X 1972 1993-1998
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010Y 1902 1939
GMAC1010Z 1971 1974
GMAC1010AA 1974
GMAC1010AB 1972 1979
GMAC1010AC 1970
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010AD 1969 1974 & 1981
GMAC1010AE 1973
GMAC1010AF 1971
GMAC1010AH 1968
GMAC1010AI 1967 1992
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010AJ 1970 1993
GMAC1010AK 1973 1984
GMAC1010AL 1976
GMAC1010AM 1971
GMAC1010AN 1971
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010AO 1973
GMAC1010AP 1963
GMAC1010AQ 1975
GMAC1010AR 1963 1971
GMAC1010AS 1967
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010AT 1970
GMAC1010AU 1946 1962
GMAC1010AV 1965
GMAC1010AW 1972 1993
GMAC1010AX 1970
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010AY 1974
GMAC1010AZ 1970
GMAC1010BA 1968
GMAC1010BB 1968
GMAC1010BC 1972 1997
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010BD 1968
GMAC1010BE 1969 1994, 1995
GMAC1010BF 1974 1995
GMAC1010BG 1963
GMAC1010BH 1963
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010BI 1965 1993
GMAC1010BJ 1969 1995
GMAC1010BK 1968 1993
GMAC1010BL 1975
GMAC1010BM 1978 1996
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010BN 1970
GMAC1010BO 1940 1994
GMAC1010BP 1963 1973
GMAC1010BQ 1967
GMAC1010BS 1968 1996
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010BT 1963/1965 1965
GMAC1010BU 1976
GMAC1010BV 1971
GMAC1010BW 1965 1970 & 1993
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010BX 1967 1988
GMAC1010BY 1963 1993 & 1997
GMAC1010BZ 1969 1998
GMAC1010CA 1960 1974 & 1985
GMAC1010CB 1971
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010CC 1960
GMAC1010CD 1968
GMAC1010CE 1968 1993
GMAC1010CF 1972 1980
GMAC1010CG 1968 1993/1994
- --------------------------------------------------------------------------------------------------------------------------
GMAC1010CH 1968 1986
GMAC1010CI 1962
GMAC1010CJ 1968
GMAC1010CK 1969
GMAC1010
- --------------------------------------------------------------------------------------------------------------------------
GMAC4060 1989 1994
ALLIANCE PORTFOLIO
GA0175-1 1983 1997
GA0175-2 1980 1997
GA0175-3 1982 1996-97
- --------------------------------------------------------------------------------------------------------------------------
GA0175-4 1970 1996 & Current
GA0175-5 1979 1996
GA0175-6 1983 1996,1997
GA0175-7 1975-1979 1997
GA0175-8 1978
- --------------------------------------------------------------------------------------------------------------------------
GA0175
GMAC1130 1983 1997-1998
GMAC1020 22,000 6 9/1/09 1925-1926 1980's
GMAC1030 75,826 14 10/8/16 1997
LOUISIANA PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------
BL9703-1 1985
BL9703-2 1990
BL9703-3 1976-1986
BL9703-4 1975-1997
BL9703-5 1988
- --------------------------------------------------------------------------------------------------------------------------
BL9703
GMAC1040 26,675 12 3/1/13 1983
AMERIPARK LODGE PORTFOLIO
GMAC1050A 1974
GMAC1050B 1987
- --------------------------------------------------------------------------------------------------------------------------
GMAC1050C 1990 & 1996
GMAC1050D 1974 1995
GMAC1050
GMAC1070 50,000 18 9/30/07 1996-1997
CROSSED GROUP 1
- --------------------------------------------------------------------------------------------------------------------------
GMAC1240 1985
GMAC1310 1983
GMAC1520 1989
TA0814 28,769 10 2/14/08 1969
- --------------------------------------------------------------------------------------------------------------------------
CROSSED GROUP 2
GMAC4050 382,605 100 12/31/04 1958-1971 1990
GMAC4055 200,000 100 2/7/08 1965
GMAC1080 1982
- --------------------------------------------------------------------------------------------------------------------------
GMAC1090 627,975 100 2/28/01 1972 1978
GMAC1110 55,650 30 1/31/07 1986
GMAC3310 72,232 100 1/31/08 1997 1997
GMAC4110 43,895 18 8/31/07 1989-1990
VILLAGE OF WINDHOVER/CANBY PARK APARTMENTS
- --------------------------------------------------------------------------------------------------------------------------
GMAC1120A 1974-79
GMAC1120B 1965 1995-1997
GMAC1120
CROSSED GROUP 3
GMAC1350 1993
- --------------------------------------------------------------------------------------------------------------------------
GMAC1470 1991
GMAC3370 1990
GMAC4010 1978-1979 1997-1998
TA2271 27,491 38 7/30/10 1995
- --------------------------------------------------------------------------------------------------------------------------
GMAC1140 6,721 6 12/31/02 1991-1992
TA3078 17,778 14 5/31/03 1956 1986
GMAC1150 1984 1989,1994,1996,1997
GMAC3380 1927 1984
GMAC1180 106,267 18 4/1/02 1985
- --------------------------------------------------------------------------------------------------------------------------
WEINERMAN PORTFOLIO
GMAC1190A 1965
GMAC1190B 1970
GMAC1190C 1968
GMAC1190D 1967
- --------------------------------------------------------------------------------------------------------------------------
GMAC1190
GMAC1210 1988
GMAC1220 1985
LICATA PORTFOLIO
TA0831-1 1930 1997
- --------------------------------------------------------------------------------------------------------------------------
TA0831-2 1938 1997
TA0831-3 1928 1997
TA0831-4 1939 1997
TA0831-5 1925 1997
TA0831-6 1947 1997
- --------------------------------------------------------------------------------------------------------------------------
TA0831
GMAC1230 1972
TA1432 43,219 28 1/31/06 1980-1981 1997
GMAC1250 32,775 27 8/31/99 1988
GMAC3390 1994
- --------------------------------------------------------------------------------------------------------------------------
GMAC1270 8,945 9 7/31/98 1981 1986
GMAC1290 11,850 15 3/1/07 1981 1996-1997
GMAC1300 1979
GMAC3430 1991
GMAC1320 5,600 13 11/1/12 1992
- --------------------------------------------------------------------------------------------------------------------------
GMAC1330 1971
TA1585 33,800 30 12/31/06 1980 & 1991
TA1140 8,130 5 2/28/01 1929 1992
GMAC1340 1946
GMAC1360 1988
- --------------------------------------------------------------------------------------------------------------------------
GMAC3560 21,000 43 1/31/09 1979 1993
TA0146 11,520 11 2/28/28 1964, 1980, 1988
GMAC1370 1987 1994
GMAC1380 1986-1988
GMAC1390 1972
- --------------------------------------------------------------------------------------------------------------------------
GMAC1400 1990
GMAC1410 1965
GMAC1420 1990
GMAC4090 60,000 68 9/30/06 1984-1989
GMAC1450 45,819 22 11/30/99 1968-69-70
- --------------------------------------------------------------------------------------------------------------------------
GMAC1480 34,895 74 3/1/98 1986-1987
GMAC1440 14,909 22 5/30/00 1983
GMAC3320 25,000 28 8/31/06 1958-1959 1993-1994
GMAC1490 18,300 38 11/30/00 1990
GMAC4100 50,545 100 5/27/04 1989
- --------------------------------------------------------------------------------------------------------------------------
GMAC1500 1972 1993-1996
GMAC1510 1979 1996, 1997
GMAC1530 1990
TA2090 10,000 14 11/30/01 1983, 1985
WF9701 68,200 48 11/30/06 1987
- --------------------------------------------------------------------------------------------------------------------------
GMAC4030 40,900 100 3/14/01 1991
TA2088 7,000 12 9/30/03 1979
GMAC3400 6,723 60 11/30/07 1928 1986
TA2094 66,218 100 10/31/04 1985 1994-1996
GMAC2030 4,275 14 6/14/02 1994-1996
- --------------------------------------------------------------------------------------------------------------------------
ARBOR VILLAGE, BRITTANY, TROTWOOD
GMAC2020A 1968 1993-1997
GMAC2020B 1968 1996-1997
GMAC2020C 1965
GMAC2020
- --------------------------------------------------------------------------------------------------------------------------
TA2667 4,840 8 5/31/98 1987 1996
GMAC2050 8,900 21 10/31/02 1987-1997
GMAC2040 1964
GMAC2060 41,720 57 10/31/06 1986
GMAC2070 1985
- --------------------------------------------------------------------------------------------------------------------------
TA0541 1950-1960
GMAC2090 1983
GMAC3330 1986 1993
GMAC2100 1982
TA1936 16,888 100 9/30/12 1884 1990-1991
- --------------------------------------------------------------------------------------------------------------------------
GMAC2120 1971
GMAC2130 38,485 42 9/30/06 1986, 1987
GMAC2140 32,310 57 12/31/04 1987 1997-1998
TA1799 3,850 9 4/30/98 1933 1994-1997
GMAC2150 1984
- --------------------------------------------------------------------------------------------------------------------------
GMAC2160 1967
GMAC2180 1990
TA2456 49,007 60 12/31/99 1970
GMAC2190 8,724 100 7/9/10 1989
GMAC2200 1968 1996
- --------------------------------------------------------------------------------------------------------------------------
TA2414 7,350 16 5/31/99 1987
GMAC2210 1937 1965, 1968, 1997
GMAC4120 13,905 100 10/31/57 1997
GMAC2240 1987
GMAC2360 11,854 100 12/31/07 1951 1997
- --------------------------------------------------------------------------------------------------------------------------
GMAC3410 33,366 41 9/30/99 1951-1979 1978
GMAC2260 1988-1990
GMAC3450 63,340 100 8/1/00 1985
GMAC2270 1988
GMAC2290 1984
- --------------------------------------------------------------------------------------------------------------------------
GMAC2300 1987
GMAC2310 1988 1996-1997
CROSSED GROUP 4
GMAC4040 1967 1987
GMAC4045 1962 1996-1997
- --------------------------------------------------------------------------------------------------------------------------
GMAC2330 3,040 15 9/24/02 1997
GMAC2320 10,800 12 7/31/02 1983
TA1922 10,500 15 2/29/00 1970-74 1989-1990
CROSSED GROUP 5
- --------------------------------------------------------------------------------------------------------------------------
GMAC3160 3,060 19 8/14/02 1989
GMAC3590 28,110 100 5/14/05 1984
GMAC2340 1973
GMAC2350 1984
- --------------------------------------------------------------------------------------------------------------------------
GMAC2370 11,116 20 10/31/01 1984
GMAC2380 1930s-70s 1997
GMAC4130 13,905 100 10/31/57 1997
GMAC2410 5,674 16 4/30/01 1985
TA2921 14,400 47 5/31/98 1962 - 1964 1998
- --------------------------------------------------------------------------------------------------------------------------
GMAC2400 1983
GMAC2420 36,904 33 4/27/02 1964-1981 1994-1997
GMAC3470 1968 1996
GMAC2440 1985
GMAC3340 1992
- --------------------------------------------------------------------------------------------------------------------------
TA2394 25,000 53 3/15/02 1986
GMAC3350 10,688 10 2/28/99 1982
TA1658 1983/1984
GMAC4080 1949 1994-1997
GMAC2450 1974-1976
- --------------------------------------------------------------------------------------------------------------------------
GMAC2460 6,300 32 10/31/02 1997
GMAC2480 20,588 41 6/30/04 1996
GMAC2470 1983
GMAC2490 1982
GMAC3360 4,000 14 11/30/13 1978
- --------------------------------------------------------------------------------------------------------------------------
GMAC2570 2,754 30 7/31/02 1997
GMAC2500 3,265 11 12/31/02 1905-1910 1989-1996
GMAC2530 12,138 27 12/31/99 1985
GMAC2510 8,082 11 4/30/00 1954-1958
GMAC2520 1978
- --------------------------------------------------------------------------------------------------------------------------
TA1898 13,852 40 3/14/03 1958
GMAC2540 1928-1987 1987
GMAC2560 6,701 12 3/31/99 1986
GMAC2580 1970
GMAC2590 1974 1993
- --------------------------------------------------------------------------------------------------------------------------
DOLIK PORTFOLIO
TA1738-1 10,200 100 8/31/99 1984
TA1738-2 22,744 65 7/31/02 1987
TA1738
GMAC2600 1982
- --------------------------------------------------------------------------------------------------------------------------
GMAC2610 1965
GMAC2620 10,221 30 9/30/00 1987
GMAC2630 40,804 100 10/31/07 1993 1997
GMAC2550 1965
WF9703 23,100 45 8/31/98 1986
- --------------------------------------------------------------------------------------------------------------------------
GMAC3020 10,330 36 9/30/06 1968 1997
DAIBES APARTMENTS
GMAC3040A 1950
GMAC3040B 1960
GMAC3040
- --------------------------------------------------------------------------------------------------------------------------
GMAC3030 15,000 100 10/31/06 1997
GMAC3050 1982
GMAC3070 1971
GMAC3510 8,047 20 9/30/00 1985
GMAC3060 1973
- --------------------------------------------------------------------------------------------------------------------------
GMAC3080 2,000 8 5/31/99 1985
TA2573 1977
GMAC3100 1980
GMAC3120 1,500 15 8/31/98 1955 & 1985 1995
GMAC3140 1965
- --------------------------------------------------------------------------------------------------------------------------
TA1900 2,250 10 6/1/01 Early 1900's 1988/89
GMAC3150 1972 1993
GMAC3180 1982
GMAC3190 1980
GMAC3200 1984
- --------------------------------------------------------------------------------------------------------------------------
GMAC3210 1984
GMAC3220 15,944 58 7/31/99 1984
GMAC3230 7,100 36 4/30/00 1983
GMAC3300 1981
TA1772 1967
- --------------------------------------------------------------------------------------------------------------------------
GMAC3250 3,518 18 4/1/98 Mid 1800's,1974,1995 1994-1996
GMAC3270 8,809 35 10/31/98 1972 1996
GMAC3260 1969
GMAC3240 12,720 32 11/30/03 1970-1974
GMAC3280 2,088 19 5/31/98 1985
- --------------------------------------------------------------------------------------------------------------------------
GMAC3290 1983
</TABLE>
<PAGE>
DISTRIBUTION OF PROPERTY BY STATE
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY STATE PROPERTIES BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Texas................. 85 $ 310,782,395 21.50% $ 0 $61,800,612 $ 3,656,263
New York.............. 13 152,293,306 10.54 1,446,021 45,000,000 11,714,870
California............ 25 134,299,281 9.29 988,567 25,422,055 5,371,971
Arizona............... 23 102,987,628 7.13 1,147,450 8,973,776 4,477,723
Illinois.............. 34 100,578,286 6.96 239,233 10,127,530 2,958,185
District of Columbia . 3 64,920,483 4.49 411,898 61,924,861 21,640,161
Washington............ 4 63,033,903 4.36 2,195,182 48,942,695 15,758,476
Florida............... 11 54,445,035 3.77 637,654 11,973,636 4,949,549
Minnesota............. 3 51,567,186 3.57 2,344,187 44,852,613 17,189,062
Maryland.............. 8 37,396,229 2.59 1,810,552 11,233,745 4,674,529
Michigan.............. 8 36,604,997 2.53 1,027,554 16,936,955 4,575,625
Louisiana............. 5 36,191,152 2.50 36,191,152 36,191,152 7,238,230
Oregon................ 5 35,985,336 2.49 3,365,150 10,327,999 7,197,067
New Jersey............ 16 29,686,459 2.05 1,442,716 9,968,325 1,855,404
Virginia.............. 5 26,906,398 1.86 1,595,177 15,202,679 5,381,280
Missouri.............. 8 26,083,560 1.80 1,677,521 6,809,066 3,260,445
Georgia............... 10 25,003,208 1.73 758,662 5,499,562 2,500,321
Utah.................. 4 24,032,603 1.66 998,840 11,564,963 6,008,151
Massachusetts......... 3 23,157,868 1.60 2,739,475 16,325,042 7,719,289
Pennsylvania.......... 3 20,131,441 1.39 5,777,094 7,182,782 6,710,480
Rhode Island.......... 2 17,298,892 1.20 1,646,502 15,652,390 8,649,446
Delaware.............. 3 15,859,106 1.10 2,481,051 13,378,055 5,286,369
Nevada................ 2 11,142,981 0.77 5,406,396 5,736,585 5,571,491
North Carolina........ 3 10,521,317 0.73 3,262,607 3,993,827 3,507,106
Colorado.............. 1 6,973,065 0.48 6,973,065 6,973,065 6,973,065
Nebraska.............. 1 6,153,174 0.43 6,153,174 6,153,174 6,153,174
Connecticut........... 2 4,641,398 0.32 905,063 3,736,335 2,320,699
Wisconsin............. 1 4,539,085 0.31 4,539,085 4,539,085 4,539,085
Kentucky.............. 1 3,497,339 0.24 3,497,339 3,497,339 3,497,339
Tennessee............. 1 3,492,543 0.24 3,492,543 3,492,543 3,492,543
Arkansas.............. 1 2,681,087 0.19 2,681,087 2,681,087 2,681,087
Idaho................. 1 2,296,307 0.16 2,296,307 2,296,307 2,296,307
---------- -------------- ------------- ---------- ---------- ----------
Total*/Avg./Wtd.Avg./
Min./Max........... 295 $1,445,183,046 100.00% $ 0 $61,924,861 $ 4,898,926
========== ============== ============= ========== =========== ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
WEIGHTED INTEREST TERM TO CUT-OFF DATE
PROPERTY STATE MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Texas................. 1.28 2.19 1.51 6.9975% 123.8 79.28%
New York.............. 1.00 1.92 1.58 7.2064 145.6 59.24
California............ 1.20 5.38 1.38 7.4108 124.6 72.01
Arizona............... 1.20 1.86 1.59 7.1059 186.3 63.91
Illinois.............. 1.34 1.76 1.59 6.8566 124.9 83.96
District of Columbia . 1.59 1.66 1.59 7.5046 119.0 50.67
Washington............ 1.35 1.96 1.67 7.4077 118.4 57.64
Florida............... 1.31 1.88 1.52 7.4178 131.0 65.59
Minnesota............. 1.28 1.42 1.40 7.0753 116.1 71.22
Maryland.............. 1.17 1.37 1.26 7.4679 141.4 77.29
Michigan.............. 1.26 1.82 1.49 6.9534 138.7 70.26
Louisiana............. 1.50 1.50 1.50 6.9800 114.0 62.93
Oregon................ 1.30 1.49 1.44 7.7031 164.4 62.68
New Jersey............ 1.30 1.40 1.35 7.3332 118.2 75.48
Virginia.............. 1.26 1.47 1.31 7.4081 127.4 74.79
Missouri.............. 1.03 1.34 1.18 7.1302 144.7 82.26
Georgia............... 1.35 1.79 1.58 7.1843 180.2 61.01
Utah.................. 1.31 1.82 1.43 7.1508 116.7 70.68
Massachusetts......... 1.23 1.30 1.25 7.2826 118.0 76.35
Pennsylvania.......... 1.29 1.93 1.58 8.0111 116.7 75.15
Rhode Island.......... 1.33 3.14 1.50 7.4571 116.2 74.16
Delaware.............. 1.30 1.34 1.34 7.0169 87.6 76.60
Nevada................ 1.26 1.50 1.38 7.0718 117.5 73.73
North Carolina........ 1.32 1.84 1.48 7.2049 154.0 67.38
Colorado.............. 1.30 1.30 1.30 7.3800 115.0 67.37
Nebraska.............. 1.33 1.33 1.33 7.2100 236.0 57.51
Connecticut........... 1.03 1.32 1.08 7.2059 140.3 81.71
Wisconsin............. 1.23 1.23 1.23 7.2000 118.0 73.21
Kentucky.............. 1.30 1.30 1.30 7.3800 119.0 73.63
Tennessee............. 2.89 2.89 2.89 7.9400 118.0 77.61
Arkansas.............. 2.07 2.07 2.07 7.9800 118.0 58.28
Idaho................. 1.31 1.31 1.31 7.1200 118.0 71.76
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max........... 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
For purposes of this table, each Mortgage Loan secured by multiple Mortgaged
Properties (including the Senior Living Loan (as defined herein)) is treated
as the number of Mortgage Loans equal to the number of Mortgaged Properties,
each of which is allocated a Cut-off Date Balance based on the Allocated
Principal Amounts thereof (as defined herein).
* Totals may not equal due to rounding.
A-14
<PAGE>
DISTRIBUTION OF SPECIFIC PROPERTY TYPES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
MORTGAGE PRINCIPAL PRINCIPAL
PROPERTY STATE PROPERTIES BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Multifamily................. 90 $ 375,985,582 26.02% $ 411,898 $61,800,612 $ 4,177,618
Retail...................... 40 273,969,673 18.96 905,063 44,852,613 6,849,242
Skilled Nursing Facility ... 91 252,018,942 17.44 0 10,127,530 2,769,439
Hospitality................. 10 168,104,507 11.63 2,494,282 61,924,861 16,810,451
Office...................... 26 163,167,227 11.29 1,046,775 45,000,000 6,275,663
Independent/Assisted
Living..................... 12 67,372,430 4.66 239,233 12,800,437 5,614,369
Mixed Use................... 8 60,001,740 4.15 758,662 34,919,372 7,500,217
Industrial.................. 13 46,583,219 3.22 994,454 16,325,042 3,583,325
Other....................... 5 37,979,725 2.63 3,492,543 15,330,575 7,595,945
---------- -------------- ------------- --------- ----------- -----------
Total*/Avg./Wtd.Avg./
Min./Max................. 295 $1,445,183,046 100.00% $ 0 $61,924,861 $ 4,898,926
========== ============== ============= ========= =========== ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
WEIGHTED INTEREST TERM TO CUT-OFF DATE
PROPERTY STATE MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Multifamily................. 1.20 2.19 1.50 7.0873% 150.9 67.86%
Retail...................... 1.03 1.82 1.35 7.3013 128.9 72.98
Skilled Nursing Facility ... 1.51 5.38 1.64 6.9615 117.2 85.47
Hospitality................. 1.47 1.96 1.61 7.5500 126.8 54.32
Office...................... 1.00 1.88 1.44 7.1640 135.4 65.63
Independent/Assisted
Living..................... 1.09 1.60 1.39 7.0687 116.2 76.66
Mixed Use................... 1.30 1.92 1.68 7.4168 152.1 58.44
Industrial.................. 1.00 1.48 1.25 7.2993 122.9 73.16
Other....................... 1.24 2.89 1.46 7.6099 117.5 75.52
------- ------- -------- -------- --------- -----------
Total*/Avg./Wtd.Avg./
Min./Max................. 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ======== ===========
</TABLE>
- ------------
For purposes of this table, each Mortgage Loan secured by multiple Mortgaged
Properties (including the Senior Living Loan (as defined herein)) is treated
as the number of Mortgage Loans equal to the number of Mortgaged Properties,
each of which is allocated a Cut-off Date Balance based on the Allocated
Principal Amounts thereof (as defined herein).
* Totals may not equal due to rounding.
A-15
<PAGE>
DISTRIBUTION OF AMORTIZATION TYPES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
MORTGAGE PRINCIPAL PRINCIPAL
AMORTIZATION TYPE LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balloon............... 103 $ 882,979,842 61.10% $ 411,898 $225,437,229 $ 8,572,620
Hyper Amortizing...... 35 399,676,956 27.66 1,027,554 61,924,861 11,419,342
Fully Amortizing...... 44 162,526,248 11.25 988,567 15,873,962 3,693,778
--------- -------------- ------------- --------- ----------- -----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============= ========= =========== ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
WEIGHTED INTEREST TERM TO CUT-OFF DATE
AMORTIZATION TYPE MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balloon .............. 1.09 2.89 1.48 7.1767% 122.2 75.65%
Hyper Amortizing...... 1.23 1.96 1.46 7.3278 125.4 64.05
Fully Amortizing...... 1.00 5.38 1.66 7.0280 210.0 58.10
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-16
<PAGE>
DISTRIBUTION OF PREPAYMENT PENALTIES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
MORTGAGE PRINCIPAL PRINCIPAL
PREPAYMENT RESTRICTION LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ---------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Yield Maintenance...... 134 $ 745,443,129 51.58% $ 637,654 $ 45,000,000 $ 5,563,008
Defeasance............. 44 684,788,906 47.38 411,898 225,437,229 15,563,384
Fixed Percentage ...... 2 7,065,919 0.49 1,810,552 5,255,368 3,532,960
Other.................. 2 7,885,092 0.55 905,063 6,980,029 3,942,546
--------- -------------- ------------- --------- ----------- ----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============= ========= =========== ==========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
WEIGHTED INTEREST TERM TO CUT-OFF DATE
PREPAYMENT RESTRICTION MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- ---------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Yield Maintenance ..... 1.03 5.38 1.51 7.2573% 142.7 68.29%
Defeasance ............ 1.00 1.77 1.48 7.1384 122.3 72.87
Fixed Percentage ...... 1.17 1.37 1.22 7.5500 151.0 74.40
Other.................. 1.32 1.68 1.64 7.1505 117.0 64.48
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-17
<PAGE>
DISTRIBUTION OF YEARS OF ORIGINATION
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
MORTGAGE PRINCIPAL PRINCIPAL
YEAR OF ORIGINATION LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1995.................. 2 $ 7,065,919 0.49% $1,810,552 $ 5,255,368 $3,532,960
1997.................. 93 627,341,024 43.41 637,654 61,800,612 6,745,602
1998.................. 87 810,776,103 56.10 411,898 225,437,229 9,319,266
--------- -------------- ------------- ---------- ----------- ----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $7,940,566
========= ============== ============= ========== =========== ==========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
WEIGHTED INTEREST TERM TO CUT-OFF DATE
YEAR OF ORIGINATION MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
1995.................. 1.17 1.37 1.22 7.5500% 151.0 74.40%
1997.................. 1.03 5.38 1.49 7.2508 144.1 67.35
1998.................. 1.00 3.14 1.50 7.1609 124.1 72.84
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-18
<PAGE>
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
RANGE OF AMORTIZATION MORTGAGE PRINCIPAL PRINCIPAL
TERMS (MONTHS) LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
71 -90................ 1 $ 15,873,962 1.10% $15,873,962 $ 15,873,962 $15,873,962
91 -110............... 1 1,677,521 0.12 1,677,521 1,677,521 1,677,521
111 -130.............. 2 6,219,574 0.43 1,646,502 4,573,072 3,109,787
131 -150.............. 1 3,736,335 0.26 3,736,335 3,736,335 3,736,335
171 -190.............. 4 40,265,640 2.79 988,567 36,191,152 10,066,410
211 -230.............. 1 4,370,386 0.30 4,370,386 4,370,386 4,370,386
231 -250.............. 41 143,341,737 9.92 905,063 8,973,776 3,496,140
291 -310.............. 41 574,743,201 39.77 994,454 225,437,229 14,018,127
331 -360.............. 90 654,954,690 45.32 411,898 61,800,612 7,277,274
--------- -------------- ------------- ----------- ------------ -----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============= =========== ============ ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
RANGE OF AMORTIZATION WEIGHTED INTEREST TERM TO CUT-OFF DATE
TERMS (MONTHS) MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
71 -90................ 1.00 1.00 1.00 6.9100% 80.0 81.20%
91 -110............... 1.06 1.06 1.06 7.2500 106.0 67.10
111 -130.............. 1.00 3.14 1.57 7.0980 118.0 48.35
131 -150.............. 1.03 1.03 1.03 7.1250 146.0 83.96
171 -190.............. 1.22 5.38 1.58 7.0361 120.5 62.14
211 -230.............. 1.28 1.28 1.28 7.3750 117.0 69.37
231 -250.............. 1.03 2.19 1.71 7.0482 225.8 56.17
291 -310.............. 1.09 2.89 1.55 7.2174 120.5 73.28
331 -360.............. 1.20 1.92 1.41 7.2391 125.8 71.53
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-19
<PAGE>
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE AT ORIGINATION RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
RANGE OF CURRENT MORTGAGE PRINCIPAL PRINCIPAL
LOAN-TO-VALUE RATIOS LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
20.01% -30.00%........ 2 $ 2,635,069 0.18% $ 988,567 $ 1,646,502 $ 1,317,534
30.01% -50.00%........ 9 142,233,130 9.84 2,229,998 61,924,861 15,803,681
50.01% -60.00%........ 44 246,279,251 17.04 1,147,450 48,942,695 5,597,256
60.01% -65.00%........ 11 69,907,277 4.84 998,840 36,191,152 6,355,207
65.01% -70.00%........ 18 85,603,297 5.92 411,898 11,962,586 4,755,739
70.01% -75.00%........ 52 274,647,620 19.00 758,662 44,852,613 5,281,685
75.01% -80.00%........ 36 335,212,716 23.20 637,654 61,800,612 9,311,464
80.01% -85.00%........ 7 57,036,973 3.95 1,442,716 16,325,042 8,148,139
85.01% -90.00%........ 1 225,437,229 15.60 225,437,229 225,437,229 225,437,229
95.01% -100.00%....... 2 6,190,484 0.43 2,788,955 3,401,529 3,095,242
--------- -------------- ------------- ----------- ------------ -----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============= =========== ============ ============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
RANGE OF CURRENT WEIGHTED INTEREST TERM TO CUT-OFF DATE
LOAN-TO-VALUE RATIOS MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
20.01% -30.00%........ 3.14 5.38 3.98 7.8526% 139.8 24.80%
30.01% -50.00%........ 1.41 1.88 1.68 7.2870 152.8 48.09
50.01% -60.00%........ 1.00 2.19 1.73 7.2132 182.4 54.80
60.01% -65.00%........ 1.20 1.82 1.51 7.2701 115.3 62.93
65.01% -70.00%........ 1.06 1.66 1.33 7.4585 121.8 68.07
70.01% -75.00%........ 1.09 1.69 1.34 7.3025 118.2 73.25
75.01% -80.00%........ 1.17 2.89 1.37 7.2666 119.6 77.77
80.01% -85.00%........ 1.00 1.37 1.17 7.1676 109.1 81.55
85.01% -90.00%........ 1.60 1.60 1.60 6.8100 117.0 87.62
95.01% -100.00%....... 1.03 1.03 1.03 6.8000 238.0 99.61
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-20
<PAGE>
DISTRIBUTION OF REMAINING TERM TO MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
RANGE OF REMAINING NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
TERM TO MORTGAGE PRINCIPAL PRINCIPAL
MATURITY (MONTHS) LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
51 -70............... 1 $ 6,508,605 0.45% $6,508,605 $ 6,508,605 $6,508,605
71 -90............... 7 44,633,538 3.09 637,654 15,873,962 6,376,220
91 -110.............. 1 1,677,521 0.12 1,677,521 1,677,521 1,677,521
111 -130.............. 118 1,101,428,250 76.21 411,898 225,437,229 9,334,138
131 -150.............. 2 6,128,400 0.42 2,392,065 3,736,335 3,064,200
151 -170.............. 2 7,065,919 0.49 1,810,552 5,255,368 3,532,960
171 -190.............. 15 146,796,443 10.16 988,567 45,000,000 9,786,430
231 -250.............. 36 130,944,369 9.06 1,147,450 8,973,776 3,637,344
--------- -------------- ------------- ---------- ------------ ----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $7,940,566
========= ============== ============= ========== ============ ==========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
RANGE OF REMAINING ------------------------- MORTGAGE REMAINING AVERAGE
TERM TO MATURITY WEIGHTED INTEREST TERM TO CUT-OFF DATE
(MONTHS) MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
51 -70............... 1.31 1.31 1.31 6.9200% 57.0 71.52%
71 -90............... 1.00 1.37 1.22 7.1555 80.6 76.10
91 -110.............. 1.06 1.06 1.06 7.2500 106.0 67.10
111 -130.............. 1.00 3.14 1.45 7.2149 117.4 73.83
131 -150.............. 1.03 1.40 1.17 7.3690 144.0 79.48
151 -170.............. 1.17 1.37 1.22 7.5500 151.0 74.40
171 -190.............. 1.22 5.38 1.71 7.2702 177.8 56.74
231 -250.............. 1.03 2.19 1.75 7.0176 234.3 55.00
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-21
<PAGE>
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
RANGE OF CURRENT MORTGAGE PRINCIPAL PRINCIPAL
PRINCIPAL BALANCES LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ------------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 - 499,999 1 $ 411,898 0.03% $ 411,898 $ 411,898 $ 411,898
500,000 - 999,999 6 5,283,241 0.37 637,654 998,840 880,540
1,000,000 - 1,999,999 26 38,101,831 2.64 1,027,554 1,987,393 1,465,455
2,000,000 - 2,999,999 41 101,114,894 7.00 2,018,780 2,995,282 2,466,217
3,000,000 - 3,999,999 20 70,477,572 4.88 3,030,000 3,993,827 3,523,879
4,000,000 - 4,999,999 18 79,813,908 5.52 4,031,360 4,996,037 4,434,106
5,000,000 - 5,999,999 13 72,594,765 5.02 5,195,834 5,785,961 5,584,213
6,000,000 - 6,999,999 10 66,012,980 4.57 6,153,174 6,980,029 6,601,298
7,000,000 - 7,999,999 10 74,236,032 5.14 7,035,098 7,956,477 7,423,603
8,000,000 - 8,999,999 7 61,045,595 4.22 8,368,936 8,973,776 8,720,799
9,000,000 - 9,999,999 5 47,551,686 3.29 9,046,363 9,970,213 9,510,337
10,000,000 - 11,999,999 7 80,217,832 5.55 10,327,999 11,973,636 11,459,690
12,000,000 - 13,999,999 1 13,378,055 0.93 13,378,055 13,378,055 13,378,055
14,000,000 - 16,999,999 6 95,321,602 6.60 15,202,679 16,936,955 15,886,934
17,000,000 - 225,437,299 11 639,621,155 44.26 20,744,298 225,437,229 58,147,378
--------- -------------- ------------ ----------- ------------ -----------
Total*/Avg./Wtd. Avg./
Min./Max................ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============ =========== ============ ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
RANGE OF CURRENT WEIGHTED INTEREST TERM TO CUT-OFF DATE
PRINCIPAL BALANCES MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- -------------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 - 499,999 1.66 1.66 1.66 7.6000% 118.0 68.65%
500,000 - 999,999 1.32 5.38 2.20 7.6687 123.3 63.25
1,000,000 - 1,999,999 1.06 3.14 1.48 7.3975 141.9 65.69
2,000,000 - 2,999,999 1.03 2.11 1.50 7.2484 152.2 65.54
3,000,000 - 3,999,999 1.03 2.89 1.55 7.3021 162.4 67.13
4,000,000 - 4,999,999 1.00 1.86 1.45 7.2942 159.0 66.03
5,000,000 - 5,999,999 1.17 1.78 1.37 7.4450 132.9 71.37
6,000,000 - 6,999,999 1.09 1.96 1.48 7.3424 133.7 65.89
7,000,000 - 7,999,999 1.25 1.93 1.58 7.3319 158.5 65.72
8,000,000 - 8,999,999 1.24 1.76 1.39 7.3169 142.7 71.14
9,000,000 - 9,999,999 1.28 1.54 1.37 7.2443 108.3 75.64
10,000,000 - 11,999,999 1.24 1.60 1.39 7.4676 134.0 66.85
12,000,000 - 13,999,999 1.34 1.34 1.34 7.0200 82.0 76.01
14,000,000 - 16,999,999 1.00 1.34 1.24 7.2477 111.6 79.12
17,000,000 - 225,437,299 1.27 1.92 1.57 7.0483 124.9 72.03
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd. Avg./
Min./Max................ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-22
<PAGE>
DISTRIBUTION OF MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
RANGE OF MORTGAGE PRINCIPAL PRINCIPAL
MORTGAGE RATES LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
6.5001%-6.7500%....... 2 $ 43,558,638 3.01% $9,172,371 $ 34,386,268 $21,779,319
6.7501%-7.0000%....... 16 387,990,079 26.85 2,344,187 225,437,229 24,249,380
7.0001%-7.2500%....... 69 399,655,658 27.65 1,147,450 61,800,612 5,792,111
7.2501%-7.5000%....... 51 410,834,586 28.43 758,662 61,924,861 8,055,580
7.5001%-7.7500%....... 28 131,221,075 9.08 411,898 15,330,575 4,686,467
7.7501%-8.0000%....... 9 42,578,781 2.95 1,413,845 10,327,999 4,730,976
8.0001%-8.2500%....... 3 10,573,647 0.73 988,567 6,199,156 3,524,549
8.2501%-8.5000%....... 3 14,597,956 1.01 1,649,298 7,171,565 4,865,985
8.7501%-9.0000%....... 1 4,172,624 0.29 4,172,624 4,172,624 4,172,624
--------- -------------- ------------- ---------- ------------ -----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============= ========== ============ ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE COVERAGE WEIGHTED WEIGHTED
RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
RANGE OF WEIGHTED INTEREST TERM TO CUT-OFF DATE
MORTGAGE RATES MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------- ------- ------- -------- -------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
6.5001%-6.7500%....... 1.50 1.54 1.51 6.7395% 117.0 78.47%
6.7501%-7.0000%....... 1.00 1.88 1.55 6.8473 124.1 78.31
7.0001%-7.2500%....... 1.03 2.19 1.48 7.0969 154.3 67.44
7.2501%-7.5000%....... 1.09 1.96 1.45 7.3976 124.2 66.59
7.5001%-7.7500%....... 1.17 3.14 1.40 7.6410 126.0 68.11
7.7501%-8.0000%....... 1.28 2.89 1.62 7.8254 145.5 64.65
8.0001%-8.2500%....... 1.32 5.38 1.83 8.1470 122.8 65.20
8.2501%-8.5000%....... 1.20 1.93 1.68 8.4331 116.0 74.41
8.7501%-9.0000%....... 1.57 1.57 1.57 8.8750 113.0 63.22
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-23
<PAGE>
DISTRIBUTION OF DEBT SERVICE COVERAGE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE
NUMBER OF CUT-OFF DATE CUT-OFF DATE ----------------------------------
RANGE OF DEBT SERVICE MORTGAGE PRINCIPAL PRINCIPAL
COVERAGE RATIOS LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------- ---------- -------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
0.91 -1.00............ 2 $ 20,447,034 1.41% $4,573,072 $ 15,873,962 $10,223,517
1.01 -1.10............ 5 18,413,406 1.27 1,677,521 6,809,066 3,682,681
1.11 -1.20............ 3 12,482,558 0.86 1,649,298 5,577,892 4,160,853
1.21 -1.30............ 36 234,973,110 16.26 1,460,287 20,744,298 6,527,031
1.31 -1.40............ 63 362,948,923 25.11 637,654 61,800,612 5,761,094
1.41 -1.50............ 14 160,551,148 11.11 758,662 44,852,613 11,467,939
1.51 -1,60............ 10 337,452,383 23.35 2,583,724 225,437,229 33,745,238
1.61 -1.70............ 5 65,514,255 4.53 411,898 48,942,695 13,102,851
1.71 -1.80............ 23 83,884,482 5.80 1,147,450 8,973,776 3,647,151
1.81 -1.90............ 12 85,539,907 5.92 998,840 45,000,000 7,128,326
1.91 -2.00............ 3 48,312,170 3.34 6,221,234 34,919,372 16,104,057
2.01 -2.10............ 1 2,681,087 0.19 2,681,087 2,681,087 2,681,087
2.11 -2.20............ 2 5,854,971 0.41 2,729,348 3,125,623 2,927,486
2.51 -5.38............ 3 6,127,612 0.42 988,567 3,492,543 2,042,537
--------- -------------- ------------- ---------- ------------ -----------
Total*/Avg./Wtd.Avg./
Min./Max............ 182 $1,445,183,046 100.00% $ 411,898 $225,437,229 $ 7,940,566
========= ============== ============= ========== ============ ===========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
DEBT SERVICE WEIGHTED WEIGHTED
COVERAGE RATIO AVERAGE AVERAGE WEIGHTED
------------------------- MORTGAGE REMAINING AVERAGE
RANGE OF DEBT SERVICE WEIGHTED INTEREST TERM TO CUT-OFF DATE
COVERAGE RATIOS MINIMUM MAXIMUM AVERAGE RATE MATURITY LTV
- --------------------- ------- ------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
0.91 -1.00............ 1.00 1.00 1.00 6.9100% 88.5 75.82%
1.01 -1.10............ 1.03 1.09 1.05 7.0844 161.8 84.16
2.11 -1.20............ 1.17 1.20 1.19 7.5150 130.3 75.73
1.21 -1.30............ 1.22 1.30 1.27 7.3665 123.2 75.30
1.31 -1.40............ 1.31 1.40 1.34 7.2787 116.8 74.34
1.41 -1.50............ 1.41 1.50 1.47 7.1218 127.4 67.41
1.51 -1,60............ 1.51 1.60 1.59 7.0633 117.6 77.07
1.61 -1.70............ 1.66 1.70 1.67 7.3671 120.9 59.87
1.71 -1.80............ 1.73 1.79 1.76 7.0538 224.5 53.71
1.81 -1.90............ 1.81 1.88 1.86 6.9344 202.1 49.92
1.91 -2.00............ 1.92 1.96 1.93 7.5398 160.1 57.69
2.01 -2.10............ 2.07 2.07 2.07 7.9800 118.0 58.28
2.11 -2.20............ 2.11 2.19 2.15 7.0190 234.0 52.77
2.51 -5.38............ 2.89 5.38 3.36 7.9024 127.4 54.90
------- ------- -------- -------- --------- ------------
Total*/Avg./Wtd.Avg./
Min./Max............ 1.00 5.38 1.49 7.2018% 132.9 70.47%
======= ======= ======== ======== ========= ============
</TABLE>
- ------------
* Totals may not equal due to rounding.
A-24
<PAGE>
PREPAYMENT LOCK-OUT/PREPAYMENT PREMIUM ANALYSIS
PERCENTAGE OF MORTGAGE LOANS BY OUTSTANDING PRINCIPAL BALANCE**
<TABLE>
<CAPTION>
JUNE 1998 JUNE 1999 JUNE 2000 JUNE 2001 JUNE 2002 JUNE 2003
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Locked out ............... 51.96% 51.12% 48.03% 18.38% 11.68% 0.37%
Defeasance ............... 0.00 0.00 2.50 31.91 38.44 46.89
Greater of 1% or Yield
Maintenance ............. 48.04 48.88 48.99 48.77 48.95 51.77
--------- --------- --------- --------- --------- ---------
Sub-Total* ............... 100.00% 100.00% 99.52% 99.07% 99.07% 99.04%
FIXED PERCENTAGE
5% or Greater ............ 0.00% 0.00% 0.48% 0.48% 0.00% 0.00%
4% -4.99% ................ 0.00 0.00 0.00 0.00 0.47 0.00
3% -3.99% ................ 0.00 0.00 0.00 0.00 0.00 0.96
2% -2.99% ................ 0.00 0.00 0.00 0.00 0.00 0.00
1% -1.99% ................ 0.00 0.00 0.00 0.00 0.00 0.00
Less than 1% ............. 0.00 0.00 0.00 0.00 0.00 0.00
No Prepayment Protection . 0.00 0.00 0.00 0.46 0.46 0.00
--------- --------- --------- --------- ---------
Total* ................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans
($mm) ................... $1,445.18 $1,422.66 $1,398.52 $1,372.26 $1,343.70 $1,306.89
% of Cut-off Date Balance
Outstanding ............. 100.00% 98.44% 96.77% 94.95% 92.98% 90.43%
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
JUNE 2004 JUNE 2005 JUNE 2006 JUNE 2007 JUNE 2008 JUNE 2009 JUNE 2010
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Locked out ............... 0.09% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ............... 46.72 47.67 47.59 47.51 17.45 21.92 20.73
Greater of 1% or Yield
Maintenance ............. 52.22 51.35 51.44 46.99 69.71 75.08 75.38
--------- -------- --------- -------- --------- --------- ---------
Sub-Total* ............... 99.04% 99.02% 99.03% 94.50% 87.16% 97.00% 96.12%
FIXED PERCENTAGE
5% or Greater ............ 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
4% -4.99% ................ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3% -3.99% ................ 0.50 0.52 0.00 0.00 0.00 0.00 0.00
2% -2.99% ................ 0.46 0.00 0.52 0.00 0.00 0.00 0.00
1% -1.99% ................ 0.00 0.46 0.45 0.96 1.75 2.11 2.06
Less than 1% ............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
No Prepayment Protection . 0.00 0.00 0.00 4.54 11.09 0.89 1.82
--------- --------- --------- -------- --------- --------- ---------
Total* ................... 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans
($mm) ................... $1,274.00 $1,213.33 $1,178.92 $1,141.99 $269.12 $206.69 $193.30
% of Cut-off Date Balance
Outstanding ............. 88.16% 83.96% 81.58% 79.02% 18.62% 14.30% 13.38%
</TABLE>
- ------------
* Totals may not equal due to rounding.
** Table calculated using Maturity Assumtpions and assuming no prepayments
of principal.
A-25
<PAGE>
ANNEX B
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct: WAC:
Chicago, IL 60674-4107 WAMM:
==================================================================================================================================
Number Of Pages
---------------
Table Of Contents
REMIC Certificate Report
Other Related Information
Mortgage Loan Characteristics
Loan Level Detail
Delinquent Loan Status Report
Historical Loan Modification Report
Historical Loss Estimate Report
REO Status Report
Total Pages Included In This Package
- ----------------------------------------------------------------------------------------------------------------------------------
Information is available for this issue from the following sources
- ----------------------------------------------------------------------------------------------------------------------------------
LaSalle Web Site www.lnbabs.com
LaSalle Bulletin Board (714) 282-3990
LaSalle ASAP Fax System (312) 904-2200
ASAP #: 287
Monthly Data File Name: 0287MMYY.EXE
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct: WAC:
Chicago, IL 60674-4107 WAMM:
</TABLE>
<TABLE>
<CAPTION>
===================================================================================================================================
Original Opening Principal Principal Negative Closing Interest Interest Pass-Through
Class Face Value (1) Balance Payment Adj. or Loss Amortization Balance Payment Adjustment Rate (2)
CUSIP Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Next Rate (3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
===================================================================================================================================
Total P&I Payment
</TABLE>
Notes: (1) N denotes notional balance not included in total (2) Interest Paid
minus Interest Adjustment minus Deferred Interest equals Accrual (3) Estimated
B-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Other Related Information
</TABLE>
<TABLE>
<CAPTION>
========================================================================================================================
Accrued Excess Beginning Payment of Ending Yield
Certificate Prepay Interest Unpaid Prior Unpaid Unpaid Maintenance Prepayment
Class Interest Shortfall Interest Interest Interest Premium Premiums
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
X
A-1
A-2
A-3
B
C
D
E
F
G
H
J
K
========================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Advances
Prior Outstanding Current Period Recovered Outstanding
Principal Interest Principal Interest Principal Interest Principal Interest
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Servicer
Trustee:
Fiscal Agent:
=================================================================================================================================
=================================================================================================================================
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Other Related Information
</TABLE>
=============================================================================
Servicing Compensation
=============================================================================
Current Period Master Servicing Fees Paid:
Current Period Surveillance Fees Paid:
Current Period Primary Fees Paid:
Current Period Sub Servicer Fees Paid:
Additional Master Servicing Compensation:
Current Period Special Servicing Fees Paid:
Current Period Workout Fees Paid:
Current Period Liquidation Fees Paid:
----------
==========
=============================================================================
Outstanding Mortgage Loans in Pool
=============================================================================
Number of Outstanding Mortgage Loans in Pool:
Aggregate Stated Principal Balance before Distribution Date:
Aggregate Stated Principal Balance after Distribution Date:
Percentage of Remaining Cut-off Date Principal Balance:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Summary of REO Properties
Principal Date of Final Amount Aggregate Other
# Property Name Date of REO Balance Book Value Recovery of Proceeds Revenue Collected
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
1.
2.
3.
4.
5.
==================================================================================================================================
</TABLE>
B-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Other Related Information
</TABLE>
<TABLE>
<CAPTION>
===========================================================================================================
Summary of Appraisal Reductions
Principal Appraisal Appraisal Date of
# Property Name Loan Number Balance Reduction Amt. Date Reduction
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1.
2.
3.
4.
5.
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Summary of Repurchased, Liquidated or Disposed Loans
Principal Date of Final Amount Aggregate Other
# Property Name Loan Number Balance Book Value Liquidation of Proceeds Rev. Collected
==========================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
1.
2.
3.
4.
5.
===========================================================================================================
</TABLE>
B-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Other Related Information
</TABLE>
Number of loans which have had their maturity dates extended: 0
Stated principal balance outstanding of loans which have had their maturity
dates extended: 0.00
Weighted average extension period (in months) of loans which have had their
maturity dates extended: 0
Number of loans in the process of having their maturity dates extended: 0
Stated principal balance of loans in the process of having their maturity
dates extended: 0.00
Weighted average anticipated extension period of loans in the process of being
extended: 0
Cut-off principal balance of paid off loans that never experienced maturity
date extensions: 0.00
Cut-off principal balance of paid off loans that experienced maturity date
extensions: 0.00
Weighted average extension period of paid off loans that experienced maturity
date extensions: 0
Number of loans in the process of having their maturity dates further
extended: 0
Cut-off principal balance of loans in the process of having their maturity
dates further extended: 0.00
Weighted average extension period of loans in the process of having their
maturity date further extended: 0
B-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Pool Total
</TABLE>
<TABLE>
<CAPTION>
Distribution of Principal Balances
- ---------------------------------------------------------------------------------------------------------
Current Scheduled Number Scheduled Based on
Balances of Loans Balance Balance
=========================================================================================================
<S> <C> <C> <C>
$0 to $100,000
$100,000 to $250,000
$250,000 to $500,000
$500,000 to $750,000
$750,000 to $1,000,000
$1,000,000 to $2,000,000
$2,000,000 to $3,000,000
$3,000,000 to $4,000,000
$4,000,000 to $5,000,000
$5,000,000 to $6,000,000
$6,000,000 to $7,000,000
$7,000,000 to $8,000,000
$8,000,000 to $9,000,000
$9,000,000 to $10,000,000
$10,000,000 to $11,000,000
$11,000,000 to $12,000,000
$12,000,000 to $13,000,000
$13,000,000 to $14,000,000
$14,000,000 to $15,000,000
$15,000,000 & Above
- ---------------------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------
Average Scheduled Balance is
Maximum Scheduled Balance is
Minimum Scheduled Balance is
</TABLE>
<TABLE>
<CAPTION>
Distribution of Property Types
--------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Property Types of Loans Balance Balance
========================================================================================================
<S> <C> <C> <C> <C>
Retail
Multifamily
Office
Industrial
Lodging
Health Care
Mixed Use
Self Storage
Mobile Home
Other
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Distribution of Mortgage Interest Rates
--------------------------------------------------------------------------------------------------------
Current Mortgage Number Scheduled Based on
Interest Rate of Loans Balance Balance
========================================================================================================
<S> <C> <C> <C>
7.500% or less
7.500% to 7.750%
7.750% to 8.000%
8.000% to 8.250%
8.250% to 8.500%
8.500% to 8.750%
8.750% to 9.000%
9.000% to 9.250%
9.250% to 9.500%
9.500% to 9.750%
9.750% to 10.000%
10.000% to 10.250%
10.250% to 10.500%
10.500% to 10.750%
10.750% & Above
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
W/Avg Mortgage Interest Rate is
Minimum Mortgage Interest Rate is
Maximum Mortgage Interest Rate is
</TABLE>
<TABLE>
<CAPTION>
Geographic Distribution
-------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Geographic Location of Loans Balance Balance
=======================================================================================================
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------
Total
-------------------------------------------------------------------------------------------------------
</TABLE>
B-7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Pool Total
</TABLE>
<TABLE>
<CAPTION>
Loan Seasoning
- ---------------------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Number of Years of Loans Balance Balance
=====================================================================================================================
<S> <C> <C> <C>
1 year or less
1+ to 2 years
2+ to 3 years
3+ to 4 years
4+ to 5 years
5+ to 6 years
6+ to 7 years
7+ to 8 years
8+ to 9 years
9+ to 10 years
10 years or more
- ---------------------------------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------------------
Weighted Average Seasoning is
</TABLE>
<TABLE>
<CAPTION>
Distribution of Amortization Type
- ---------------------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Amortization Type of Loans Balance Balance
=====================================================================================================================
<S> <C> <C> <C>
Fully Amortizing
Amortizing Balloon
Interest Only / Balloon
- ---------------------------------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Distribution of Remaining Term
Fully Amortizing
--------------------------------------------------------------------------------------------------------
Fully Amortizing Number Scheduled Based on
Mortgage Loans of Loans Balance Balance
========================================================================================================
<S> <C> <C> <C>
60 months or less
61 to 120 months
121 to 180 months
181 to 240 months
241 to 360 months
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
Weighted Average Months to Maturity is
</TABLE>
<TABLE>
<CAPTION>
Distribution of Remaining Term
Balloon Loans
--------------------------------------------------------------------------------------------------------
Balloon Number Scheduled Based on
Mortgage Loans of Loans Balance Balance
========================================================================================================
<S> <C> <C> <C>
12 months or less
13 to 24 months
25 to 36 months
37 to 48 months
49 to 60 months
61 to 120 months
121 to 180 months
181 to 240 months
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
Weighted Average Months to Maturity is
</TABLE>
<TABLE>
<CAPTION>
Distribution of DSCR
---------------------------------------------------------------------------------------------------------------------
Debt Service Number Scheduled Based on
Coverage Ratio (1) of Loans Balance Balance
=====================================================================================================================
<S> <C> <C> <C>
0.500 or less
0.500 to 0.625
0.625 to 0.750
0.750 to 0.875
0.875 to 1.000
1.000 to 1.125
1.125 to 1.250
1.875 to 2.000
1.250 to 1.375
1.375 to 1.500
1.500 to 1.625
1.625 to 1.750
1.750 to 1.875
2.000 to 2.125
2.125 & above
Unknown
---------------------------------------------------------------------------------------------------------------------
Total
---------------------------------------------------------------------------------------------------------------------
Weighted Average Debt Service Coverage Ratio is
</TABLE>
<TABLE>
<CAPTION>
NOI Aging
---------------------------------------------------------------------------------------------------------------------
Number Scheduled Based on
NOI Date of Loans Balance Balance
=====================================================================================================================
<S> <C> <C> <C>
1 year or less
1 to 2 years
2 Years or More
Unknown
---------------------------------------------------------------------------------------------------------------------
Total
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Debt Service Coverage Ratios are calculated as described in the
prospectus, values are updated periodically as new NOI figures became
available from borrowers on an asset level.
Neither the Trustee, Servicer, Special Servicer or Underwriter makes any
representation as to the accuracy of the data provided by the borrower
for this calculation.
B-8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date:
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date:
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment:
Administrator: Mortgage Pass-Through Certificates Record Date:
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107 Pool Total
</TABLE>
<TABLE>
<CAPTION>
Distribution of Maximum Rates
- ---------------------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Maximum Rates of Loans Balance Balance
=====================================================================================================================
<S> <C> <C> <C>
No Maximum
0.0 to 6.50%
6.5 to 7.00%
7.0 to 7.50%
7.5 to 8.00%
8.0 to 8.50%
8.5 to 9.00%
9.0 to 9.50%
9.5 to 10.00%
10.0 to 10.50%
10.5 to 11.00%
11.0 to 11.50%
11.5 to 12.00%
12.01 & above
Fixed Rate Mortgage
- ---------------------------------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------------------
Weighted Average for Mtge with a Maximum Rate is
</TABLE>
<TABLE>
<CAPTION>
Distribution of Payment Adjustment
- ---------------------------------------------------------------------------------------------------------------------
Payment Adjustment Number Scheduled Based on
Frequency Loans Balance Balance
=====================================================================================================================
<S> <C> <C> <C>
Three Month
Six Month
Fixed Rate Mortgage
- ---------------------------------------------------------------------------------------------------------------------
Total
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Distribution of Indices of Mortgage Loans
--------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Indices of Loans Balance Balance
========================================================================================================
<S> <C> <C>
3 Month LIBOR
6 Month LIBOR
Fixed Rate Mortgage
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Distribution of Mortgage Loan Margins
--------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Mortgage Loan Margins Loans Balance Balance
========================================================================================================
<S> <C> <C> <C>
No Margin
0.010% to 2.500%
2.510% to 2.625%
2.635% to 2.750%
2.760% to 2.875%
2.885% to 3.000%
3.010% to 3.125%
3.135% to 3.250%
3.260% to 3.375%
3.385% to 99.000%
Fixed Rate Mortgage
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
Weighted Average for Mtge with a Margin is
</TABLE>
<TABLE>
<CAPTION>
Distribution of Minimum Rates
-----------------------------------------------------------------------------------------------------------------------
Number Scheduled Based on
Minimum Rates (1) of Loans Balance Balance
=======================================================================================================================
<S> <C> <C> <C>
No Minimum
0.010% to 2.000%
2.010% to 2.125%
2.135% to 2.250%
2.260% to 2.375%
2.385% to 2.500%
2.510% to 2.625%
2.635% to 2.750%
2.760% to 2.875%
2.885% to 3.000%
3.010% to 3.125%
3.135% to 3.250%
3.260% to 3.375%
3.385% & Above
Fixed Rate Mortgage
-----------------------------------------------------------------------------------------------------------------------
Total
-----------------------------------------------------------------------------------------------------------------------
Weighted Average for Mtge with a Minimum Rate is
</TABLE>
<TABLE>
<CAPTION>
Distribution of Interest Adjustment
-----------------------------------------------------------------------------------------------------------------------
Interest Adjustment Number Scheduled Based on
Frequency Loans Balance Balance
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Three Month
Six Month
Fixed Rate Mortgage
-----------------------------------------------------------------------------------------------------------------------
Total
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For adjustable mortgage loans where a minimum rate does not exist the
gross margin was used.
B-9
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
ABN AMRO GMAC Commercial Mortgage Securities, Inc. Statement Date: 01/15/98
LaSalle National Bank GMAC Commercial Mortgage Corporation as Master Servicer Payment Date: 01/15/98
GMAC Commercial Mortgage Corporation as Special Servicer Prior Payment: 12/15/97
Administrator: Mortgage Pass-Through Certificates Record Date: 12/31/97
Ann Geraghty (800) 246-5761 Series 1998-C1
135 S. LaSalle Street Suite 1625 ABN AMRO Acct:
Chicago, IL 60674-4107
Loan Level Detail
</TABLE>
<TABLE>
<CAPTION>
===================================================================================================================================
Property Operating Ending Loan
Disclosure Type Maturity Statement Principal Note Scheduled Prepayment Status
Control # Group Code Date DSCR Date State Balance Rate P&I Prepayment Date Code (1)
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
===================================================================================================================================
</TABLE>
* NOI and DSCR, if available and reportable under the terms of the trust
agreement, are based on information obtained from the related borrower,
and no other party to the agreement shall be held liable for the accuracy
or methodology used to determine such figures.
- -------------------------------------------------------------------------------
(1) Legend: A. P&I Adv - in Grace Period
B. P&I Adv - greater than one month delinq
1. P&I Adv - delinquent 1 month
2. P&I Adv - delinquent 2 months
3. P&I Adv - delinquent 3+ months
4. Mat. Balloon/Assumed P&I
5. Prepaid in Full
6. Specially Serviced
7. Foreclosure
8. Bankruptcy
9. REO
10. DPO
11. Modification
B-10
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
DELINQUENT LOAN STATUS REPORT
as of
<TABLE>
<CAPTION>
Prospectus ID Short Name (When Appropriate) Property Type City State Sq Ft or Units
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
Paid Thru Date Scheduled Loan Balance Total P&I Advances To Date Total Expenses To Date
<S> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
Other Advances
(Taxes & Escrow) Total Exposure Current Monthly P&I Current Interest Rate
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
Maturity Date LTM NOI Date LTM NOI LTM DSCR ***Cap Rate Assigned
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
Value using NOI & Cap Rate Valuation Date Appraisal BPO or Internal Value**
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
Loss using 90% Appr. or BPO(1) Estimated Recovery % Total Appraisal Reduction Realized
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
Transfer Date Resolution Date FCL Stat Date Expected PCL Sale Date Workout Strategy Comments
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
Current & at Special Servicer
</TABLE>
FCL - Foreclosure
LTM - Latest 12 Months either Last Annual or Trailing 12 months
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* Workout Strategy should match the CSSA Loan file using abreviated words in
place of a code number such as (FCL - In Foreclosure, MOD - Modification,
DPO - Discount Payoff, NS - Note Sale, BK - Bankrupcy, PP - Payment Plan,
TBD - To Be Determined etc...) It is possible to combine the status codes
if the loan is going in more than one direction. (i.e. FCL/Mod, BK/Mod,
BK/FCL/DPO)
** App - Appraisal, BPO - Broker opinion, Int. - Internal Value
*** How to determine the cap rate is agreed upon by Underwriter and servicers
- to be provided by a third party.
B-11
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
HISTORICAL LOAN MODIFICATION REPORT
as of
<TABLE>
<CAPTION>
Balance
When Balance at the
Mod/ Sent to Effective Date # Miles
Prospectus Extension Effect Special of Old for Rate New Old New
ID City State Flag Date Servicer Rehabilitation Rate Change Rate P&I P&I
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line it should not change in the future. Only new modifications should be added.
Total For All Loans:
Total For Loans in Current Month:
# of Loans $ Balance
Modifications:
Maturity Date Extentions:
Total:
</TABLE>
[Table Restubbed from above]
<TABLE>
<CAPTION>
(2) Est.
Future
Total # Interest
Mths (1) Loan to
for Realized Trust $
Prospectus Old New Change Loan to (Rate
ID Maturity Maturity of Mod Trust $ Reduction) COMMENT
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line it should not change in the future. Only new modifications should be added.
Total For All Loans:
Total For Loans in Current Month:
# of Loans $ Balance
Modifications:
Maturity Date Extentions:
Total:
</TABLE>
* The information in these columns is from a particular poin in time and
should not change on this report once assigned.
(1) Actual principal loss taken by bonds.
(2) Expected future loss due to a rate reduction. This is just an estimate
at the time of modification.
B-12
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
HISTORICAL LOSS ESTIMATE REPORT (REO-SOLD OR DISCOUNTED PAYOFF)
as of
<TABLE>
<CAPTION>
LATEST
APPRAISAL
SHORT NAME % OR EFFECT NET AMT
PROSPECTUS (WHEN PROPERTY RECEIVED BROKERS DATE OF SALES RECEIVED SCHEDULED
ID APPROPRIATE) TYPE CITY STATE FROM SALE OPINION SALE PRICE FROM SALE BALANCE
- ------------ ------------- -------- ---- ----- ------------- ------- ------- ----- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.
Total all Loans:
Current
Month Only:
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
ACTUAL DATE TOTAL LOSS
TOTAL SERVICING LOSSES DATE LOSS MINOR MINOR ADJ LOSS % OF
P&I TOTAL FEES NET PASSED PASSED ADJ TO PASSED WITH SCHEDULED
PROSPECTUS ID ADVANCED EXPENSES EXPENSE PROCEEDS THRU THRU TRUST THRU ADJUSTMENT BALANCE
- ------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.
Total all Loans:
Current Month
Only:
</TABLE>
B-13
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
REO STATUS REPORT
as of
<TABLE>
<CAPTION>
SHORT OTHER
NAME ADVANCES
PROS- (WHEN SCHEDULED TOTAL P&I TOTAL (TAXES CURRENT
PECTUS APPRO- PROPERTY SQ FT OR PAID THRU LOAN ADVANCES EXPENSES & TOTAL MONTHLY MATURITY
ID PRIATE) TYPE CITY STATE UNITS DATE BALANCE TO DATE TO DATE ESCROW) EXPOSURE P&I DATE
- ------ --------- -------- ---- ----- -------- --------- --------- --------- --------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1) Use the following codes; App. -Appraisal, BPO -Brokers Opinion, Int -Internal Value
*** How to determine the cap rate is agreed upon by Underwriter and servicers -to be
provided by a third party.
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
VALUE LOSS
USING APPRAISAL USING TOTAL REO PENDING
PROS- LTM LTM CAP NOI BPO OR 92% ESTIMATED APPRAISAL TRANS-ACQUISI- RESOLU-
PECTUS NOI NOI / RATE VALUA- & CAP INTERNAL APPR. RECOVERY REDUCTION FER TION TION
ID DATE DSC ASSIGN*** TION DATE RATE VALUE** R BPO(F) % REALIZED DATE DATE DATE COMMENTS
- ------ ------- --------- ---------- --------- ------- --------- -------- --------- --------- -------- ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1) Use the following codes; App. -Appraisal, BPO -Brokers Opinion, Int -Internal Value
*** How to determine the cap rate is agreed upon by Underwriter and servicers -to be
provided by a third party.
</TABLE>
B-14
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
SERVICER WATCH LIST
as of
<TABLE>
<CAPTION>
S4 S55 S61 S57 S58 P7
- -------------- --------------- ------------ -------- --------- ----------------
SHORT NAME
(WHEN PROPERTY SCHEDULED LOAN
PROSPECTUS ID APPROPRIATE) TYPE CITY STATE BALANCE
- -------------- --------------- ------------ -------- --------- ----------------
<S> <C> <C> <C> <C> <C>
List all loans on watch list and reason sorted in decending balance order.
Total: $
*LTM -Last 12 months either trailing or last annual
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
S4 P8 P11 P54
- -------------- ------------- ------------ -------- ----------------------------------
PAID THRU MATURITY LTM*
PROSPECTUS ID DATE DATE DSCR COMMENT / REASON ON WATCH LIST
- -------------- ------------- ------------ -------- ----------------------------------
<S> <C> <C> <C> <C>
List all loans on watch list and reason sorted in decending balance order.
Total:
*LTM -Last 12 months either trailing or last annual
</TABLE>
B-15
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
COMPARATIVE FINANCIAL STATUS REPORT
as of
<TABLE>
<CAPTION>
ORIGINAL UNDERWRITING 2ND PRECEDING ANNUAL
INFORMATION OPERATING INFORMATION
- ---------- ---- ----- ------------ --------- --------- ------- -------------------------------- -----------------------
BASIS YEAR AS OF
- ---------- ---- ----- ------------ --------- --------- ------- --------------- ------- --- ---- --------------- -------
LAST SCHEDULED ANNUAL FINANCIAL FINANCIAL
PROSPECTUS PROPERTY LOAN PAID DEBT INFO AS OF % TOTAL $ INFO AS OF % TOTAL
ID CITY STATE INSPECT DATE BALANCE THRU DATE SERVICE DATE OCC REVENUE NOI DSCR DATE OCC REVENUE
- ---------- ---- ----- ------------ --------- --------- ------- ---------- --- ------- --- ---- ---------- --- -------
YY/MM YY/MM YY/MM
- ---------- ---- ----- ------------ --------- --------- ------- ---------- --- ------- --- ---- ---------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
List all loans currently in deal with or with out information largest to smallest loan
Total: $ $ WA $ $ WA WA $
RECEIVED REQUIRED
FINANCIAL INFORMATION: LOANS BALANCE LOANS BALANCE
# % $ % # % $ %
CURRENT FULL
YEAR:
CURRENT FULL YR. RECEIVED WITH DSC LESS THAN 1:
PRIOR FULL YEAR:
PRIOR FULL YR. RECEIVED WITH DSC LESS THAN 1:
QUARTERLY FINANCIALS:
(1) DSC calculated using NOI / Debt Service
(2) Net change should compare the latest year
to the underwriting year
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
PRECEDING ANNUAL OPERATING YTD OR TRAILING FINANCIAL
INFORMATION INFORMATION NET CHANGE
- ---------- -------------------------------------------------------------------- -----------
PRECEDING &
NORMALIZED AS OF NORMALIZED MONTH REPORTED ACTUAL BASIS
- ---------- --------- --------------- ------- ----------- ------ --------------------- --- ---------------
FINANCIAL FS FS %
PROSPECTUS $ INFO AS OF % TOTAL START END TOTAL $ % % TOTAL
ID NOI DSCR DATE OCC REVENUE $ NOI DSCR DATE DATE REVENUE NOI DSC OCC REV DSC
- ---------- --- ---- ---------- --- ------- ----- ---- ------ ------ ------- ------ --- --- ----- ---
YY/MM YY/MM YY/MM
- ---------- --- ---- ---------- --- ------- ----- ---- ------ --------------------- --- --- ----- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
List all loans currently in deal with or with out information largest to smallest loan
Total: $ WA WA $ $ WA WA $ $ WA WA $ WA
FINANCIAL
INFORMATION:
CURRENT FULL
YEAR:
CURRENT FULL YR. RECEIVED WITH DSC LESS THAN 1:
PRIOR FULL YEAR:
PRIOR FULL YR. RECEIVED WITH DSC LESS THAN 1:
QUARTERLY FINANCIALS:
(1) DSC calculated using NOI / Debt Service
(2) Net change should compare the
latest year to the underwriting year
</TABLE>
B-16
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
OPERATING STATEMENT ANALYSIS REPORT
as of
<TABLE>
<CAPTION>
UNDERWRITING 1993 1994 1995 YTD
---------------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
PROPERTY OVERVIEW
Control Number
Current Balance/Paid to Date
Property Name
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations
Occupancy Rate *
Average Rental Rate
*Occupancy rates are year end or the ending date of
the financial statement for the period.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NO.OF MOS.
PRIOR YEAR CURRENT YR.
------------ ------------- --------------
UNDERWRITING 1993 1994 1995 1996 YTD** 1995-BASE 1995-1994
BASE LINE NOMRALIZED NORMALIZED NORMALIZED AS OF //96 VARIANCE VARIANCE
-------------- ------------ ------------ ------------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME:
No. of Mos. Annualized
Period Ended
Statement Classification
Rental Income (Category 1)
Rental Income (Category 2)
Rental Income (Category 3)
Pass Through/Escalations
Other Income
EFFECTIVE GROSS INCOME $0.00 $0.00 $0.00 $0.00 $0.00 % %
Normalized -Full year Financial statements that have been reviewed by
the underwriter or Servicer
** Servicer will not be expected to "Normalize" these YTD numbers.
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
TOTAL OPERATING EXPENSES $0.00 $0.00 $0.00 $0.00 $0.00 % %
OPERATING EXPENSE RATIO
NET OPERATING INCOME $0.00 $0.00 $0.00 $0.00 $0.00
Leasing Commissions
Tenant Improvements
Replacement Reserve
TOTAL CAPITAL ITEMS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
N.O.I. AFTER CAPITAL ITEMS $0.00 $0.00 $0.00 $0.00 $0.00
DEBT SERVICE (PER SERVICER) $0.00 $0.00 $0.00 $0.00 $0.00
CASH FLOW AFTER DEBT SERVICE $0.00 $0.00 $0.00 $0.00 $0.00
(1) DSCR: (NOI/DEBT SERVICE)
DSCR: (AFTER RESERVES/CAP EXP.)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)
</TABLE>
NOTES AND ASSUMPTIONS:
The years shown above will roll always showing a three year history. 1995 is
the current year financials; 1994 is the prior year financials.
This report may vary depending on the property type and because of the way
information may vary in each borrowers statement.
Rental Income need to be broken down whenever possible differently for each
property type as follows: Retail: 1) Base Rent 2)Percentage rents on cashflow
Hotel: 1)Room Revenue 2)Food/Beverage Nursing Home: 1)Private 2) Medicaid 3)
Medicare
INCOME: COMMENT
EXPENSE: COMMENT
CAPITAL ITEMS: COMMENT
(1) Used in the Comparative Financial Status Report
B-17
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1998-C1
NOI ADJUSTMENT WORKSHEET FOR "year"
as of
<TABLE>
<CAPTION>
BORROWER ADJUSTMENT NORMALIZED
------------ -------------- --------------
<S> <C> <C> <C>
PROPERTY OVERVIEW
Control Number
Current Balance/Paid to Date
Property Name
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations
Borrower
Adjustment
Normalized
Occupancy Rate *
Average Rental Rate
* Occupancy rates are year end or the ending
date of the financial statement for the
period.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"YEAR"
----------
BORROWER
ACTUAL ADJUSTMENT NORMALIZED
---------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
INCOME:
Number of Mos.Annualized
Period Ended
Statement Classification
Actual
Rental Income (Category 1)
Rental Income (Category 2)
Rental Income (Category 3)
Pass Throughs/Escalations
Other Income
EFFECTIVE GROSS INCOME $0.00 $0.00 $0.00
Normalized -Full year Financial statements that
have been reviewed by the underwriter or Servicer
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
TOTAL OPERATING EXPENSES $0.00 $0.00 $0.00
OPERATING EXPENSE RATIO
NET OPERATING INCOME $0.00 $0.00 $0.00
Leasing Commissions
Tenant Improvements
Replacement Reserve
TOTAL CAPITAL ITEMS $0.00 $0.00 $0.00
N.O.I. AFTER CAPITAL ITEMS $0.00 $0.00 $0.00
DEBT SERVICE (PER SERVICER) $0.00 $0.00 $0.00
CASH FLOW AFTER DEBT SERVICE $0.00 $0.00 $0.00
(1)DSCR: (NOI/DEBT SERVICE)
DSCR: (AFTER
RESERVES(COPYRIGHT)AP EXP.)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return,
other)
</TABLE>
NOTES AND ASSUMPTIONS:
This report should be completed by the Servicer for anyNormalizationof the
Borrowers numbers.
The Normalized column is used in the Operating Statement Analysis Report.
This report may vary depending on the property type and because of the way
information may vary in each borrowers statement.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
(1) Used in the Comparative Financial Status Report
B-18
<PAGE>
DEUTSCHE MORGAN GRENFELL [LOGO] LEHMAN BROTHERS
CMBS NEW ISSUE
PRELIMINARY TERM SHEET
(SUBJECT TO CHANGE)
--------------------------------------
Expected Pricing Date: April 28, 1998
--------------------------------------
$1,307,888,000
(Approximate)
GMAC Commercial Mortgage Securities, Inc.
as Depositor
German American Capital Corporation
GMAC Commercial Mortgage Corporation
as Mortgage Loan Sellers
GMAC Commercial Mortgage Corporation
as Master Servicer and Special Servicer
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
DEUTSCHE MORGAN GRENFELL LEHMAN BROTHERS
RESIDENTIAL FUNDING SECURITIES CORPORATION
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-1
<PAGE>
ANNEX C
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
$1,307,888,000 (APPROXIMATE) APRIL 17, 1998
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-C1
I. ISSUE CHARACTERISTICS
Issue Type: Class A-1, A-2, B, C, D, E, F and X Certificates (the
"Public Securities") will be offered pursuant to the
related Prospectus Supplement and accompanying
Prospectus and the Class G, H, J, K, L, M and N
Certificates (the "Non-Investment Grade Private
Securities") and will be offered privately (including
pursuant to Rule 144A under the Securities Act of
1933, as amended) pursuant to a Private Placement
Memorandum.
Securities Offered: $1,307,888,000 fixed-rate, monthly pay, multi-class,
sequential pay commercial mortgage REMIC Pass-Through
Certificates. Only the Public Securities are being
offered to investors who receive this term sheet.
Collateral: The collateral consists of an approximately
$1,445,183,046 pool of generally newly originated,
fixed rate, call protected, and balloon or fully
amortizing first lien, commercial and multifamily
Mortgage Loans.
Co-Lead Managers: Deutsche Morgan Grenfell and Lehman Brothers
Co-Manager: Residential Funding Securities Corporation
Master Servicer: GMAC Commercial Mortgage Corporation
Special Servicer: GMAC Commercial Mortgage Corporation
Trustee: LaSalle National Bank
Pricing: On or about April 28th
Closing: On or about May 18th
Settlement: All classes will settle plus accrued interest from
May 1
Cut-Off Date: May 1, 1998
Distribution Date: 15th of each month, or following business day
(commencing June 1998)
ERISA Eligible: Classes A-1, A-2 and X are ERISA eligible pursuant to
the Underwriter's exemption subject to certain
conditions for eligibility
Representations &
Warranties: Provided by applicable Mortgage Loan Sellers
Structure: Sequential pay
Rated Final
Distribution Date: May 15, 2030
Clean up Call: 1.0%
Minimum Denominations: Classes A-1, A-2, B, C, D, E and F: $25,000 &
$1 increments Class X: $1,000,000 Notional Amount &
$1 increments
Rating Agencies: Fitch IBCA and Moody's Investor Services (except
Fitch will rate Class F and Moody's will not)
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-2
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
II. ORIGINATORS:
GMAC Commercial
Mortgage Corporation: 152 of the Mortgage Loans (the "GMACCM Loans"), which
represent 82.9% of the Initial Pool Balance, were
originated or acquired by GMAC Commercial Mortgage
Corporation, a California corporation and an
affiliate of the Depositor. GMACCM is a wholly-owned
subsidiary of GMAC Mortgage Group, Inc. GMAC Mortgage
Group, Inc. is a wholly-owned subsidiary of General
Motors Acceptance Corporation, which is a
wholly-owned subsidiary of General Motors Corporation
affiliate of Residential Funding Securities
Corporation, one of the Underwriters.
German American
Capital Corporation: 30 of the Mortgage Loans (the "GACC Loans"), which
represent 17.1% of the Initial Pool Balance, were
originated or acquired by GACC, a wholly owned
subsidiary of Deutsche Bank North America Holding
Corp., which in turn is a wholly-owned subsidiary of
Deutsche Bank AG, a German corporation. GACC is also
an affiliate of Deutsche Morgan Grenfell Inc., one of
the Underwriters. GACC engages primarily in the
business of purchasing and holding mortgage loans p
disposition. GACC also acts from time to time as the
originator of mortgage loans. Although GACC purchases
and sells mortgage loans for its own account, it does
not act as a broker or dealer in connection with any
such loans.
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[PIE CHART]
GMACCM 82.9%
GACC 17.1%
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-3
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
APPROXIMATE SECURITIES STRUCTURE - SUBJECT TO CHANGE
<TABLE>
<CAPTION>
Publicly Offered Classes:
- ----------------------------------------------------------------------------------------------------------------------
Expected Approx. Expected Expected
Rating Size Credit Targeted Coupon Weighted Average
Class (Fitch/Moody's) ($mm) Support Dollar Price Description Delivery (e) Life (yrs.) (a)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A1 AAA/Aaa 335,068,000.00 29.00% (g) 5.5
A2 AAA/Aaa 691,011,000.00 29.00% (g) 9.7
B AA+/Aaa 28,903,000.00 27.00% (f) 9.9
C AA/ Aa2 65,033,000.00 22.50% (f) 9.9
D A/A2 75,872,000.00 17.25% (f) 10.0
E BBB/ Baa2 68,646,000.00 12.50% (c) 11.1
F BBB-/ - 43,355,000.00 9.50% (c) 14.2
X AAA/Aaa 1,445,183,046.04(b) IO (d) 9.5
PRIVATELY PLACED CLASSES (NOT OFFERED):
- ----------------------------------------------------------------------------------------------------------------------
G BB+/ - 32,516,000.00 7.25% (c) 14.7
H BB/ - 25,290,000.00 5.50% (c) 14.8
J BB-/ - 14,451,000.00 4.50% (c) 14.9
K B/ - 25,290,000.00 2.75% (f) 15.2
L B-/ - 14,451,000.00 1.75% (f) 16.6
M CCC/ - 10,838,000.00 1.00% (f) 17.8
N Not Rated 14,459,046.04 (f) 19.0
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Publicly Offered Classes:
- --------------------------------------------------------------------
Class Duration (yrs.)(a) Principal Window (a) Maturity (a)
- --------------------------------------------------------------------
<S> <C> <C> <C>
A1 6/98 - 11/07
A2 11/07 - 3/08
B 3/08 - 4/08
C 4/08 - 4/08
D 4/08 - 7/08
E 7/08 - 3/11
F 3/11 - 1/13
X 6/98 - 3/18
PRIVATELY PLACED CLASSES (NOT OFFERED)
- ------------------------------------------------------------
G 1/13 - 2/13
H 2/13 - 3/13
J 3/13 - 4/13
K 4/13 - 4/14
L 4/14 - 9/15
M 9/15 - 9/16
N 9/16 - 3/18
- ------------------------------------------------------------
</TABLE>
(a) Calculated at 0% CPR and no balloon extension.
(b) Notional amount.
(c) Weighted Average Net Mortgage Rate.
(d) The Class X coupon is calculated as the Weighted Average Net Mortgage Rate
less the Weighted Average Pass-Through Rate.
(e) Delivery shall be DTC, Euroclear and Cedel.
(f) Lesser of fixed rate or Weighted Average Net Mortgage Rate.
(g) Fixed Rate.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-4
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
MORTGAGE POOL OVERVIEW
The Mortgage Pool is comprised of 182 multifamily and commercial
loans with an aggregate Cut-Off Date Balance of approximately
$1,445,183,046
All of the Mortgage Loans are secured by first liens on multifamily
and commercial properties
The Pool's average Cut-Off Date Principal Balance is approximately
$7,940,566
The Pool's weighted average Mortgage Interest Rate is approximately
7.20%
Approximately 100% of the Pool Balance has prepayment protection as
of the Cut-Off Date
Approximately 51.96% of the Pool Balance is locked out as of the
Cut-Off Date
Weighted Average Current Debt Service Coverage Ratio: 1.49x
96.5% of the Portfolio has Debt Service Coverage Ratio greater than
1.20x
Weighted Average Current Loan to Value Ratio: 70.5%
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-5
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[MAP OF UNITED STATES SHOWING
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED
NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF AVERAGE CUT-OFF AVERAGE
MORTGAGE PRINCIPAL DATE PRINCIPAL DATE PRINCIPAL DEBT SERVICE
PROPERTY STATE PROPERTIES BALANCE (b) BALANCE BALANCE COVERAGE RATIO
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Texas 85 $ 310,782,395 21.50% $ 3,656,263 1.51x
New York 13 152,293,306 10.54 11,714,870 1.58
California 25 134,299,281 9.29 5,371,971 1.38
Arizona 23 102,987,628 7.13 4,477,723 1.59
Illinois 34 100,578,286 6.96 2,958,185 1.59
District of Columbia 3 64,920,483 4.49 21,640,161 1.59
Washington 4 63,033,903 4.36 15,758,476 1.67
Florida 11 54,445,035 3.77 4,949,549 1.52
Minnesota 3 51,567,186 3.57 17,189,062 1.40
Maryland 8 37,396,229 2.59 4,674,529 1.26
Michigan 8 36,604,997 2.53 4,575,625 1.49
Louisiana 5 36,191,152 2.50 7,238,230 1.50
Other 73 300,083,165 20.76 4,110,728 1.40
--- -------------- ----- ----------- ----
TOTAL 295 $1,445,183,046 100% $ 4,898,926 1.49x
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE WEIGHTED AVERAGE
MORTGAGE INTEREST REMAINING TERM CURRENT
PROPERTY STATE RATE TO MATURITY LTV
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Texas 7.00% 123.8 79.28%
New York 7.21 145.6 59.24
California 7.41 124.6 72.01
Arizona 7.11 186.3 63.91
Illinois 6.86 124.9 83.96
District of Columbia 7.50 119.0 50.67
Washington 7.41 118.4 57.64
Florida 7.42 131.0 65.59
Minnesota 7.08 116.1 71.22
Maryland 7.47 141.4 77.29
Michigan 6.95 138.7 70.26
Louisiana 6.98 114.0 62.93
Other 7.36 134.0 71.89
---- ----- -----
TOTAL 7.20% 132.9 70.47%
</TABLE>
(a) Column totals may not sum due to rounding.
(b) For purposes of describing geographic concentration, loans secured by
multiple properties are allocated a Cut-off Date Principal Balance based
on the allocated loan amount.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-6
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
PROPERTY TYPE DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[PIE CHART]
Multifamily 26.02%
Retail 18.96%
Skilled Nursing 17.44%
Hospitality 11.63%
Office 11.29%
Assisted Living 4.66%
Mixed Use 4.15%
Industrial 3.22%
Other 2.63%
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED
NUMBER OF MORTGAGE CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE
MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE
PROPERTY STATE PROPERTIES BALANCE BALANCE BALANCE COVERAGE RATIO
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Multifamily 90 $ 375,985,582 26.02% $ 4,177,618 1.50x
Retail 40 273,969,673 18.96 6,849,242 1.35
Skilled Nursing 91 252,018,942 17.44 2,769,439 1.64
Hospitality 10 168,104,507 11.63 16,810,451 1.61
Office 26 163,167,227 11.29 6,275,663 1.44
Assisted Living 12 67,372,430 4.66 5,614,369 1.39
Mixed Use 8 60,001,740 4.15 7,500,217 1.68
Industrial 13 46,583,219 3.22 3,583,325 1.25
Other 5 37,979,725 2.63 7,595,945 1.46
--- -------------- ---- ----------- ----
TOTAL 295 $1,445,183,046 100% $ 4,898,926 1.49x
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE WEIGHTED AVERAGE
MORTGAGE INTEREST REMAINING TERMS CURRENT
RATE TO MATURITY LTV
- -------------------------------------------------------------
<S> <C> <C>
7.09% 150.9 67.86%
7.30 128.9 72.98
6.96 117.2 85.47
7.55 126.8 54.32
7.16 135.4 65.63
7.07 116.2 76.66
7.42 152.1 58.44
7.30 122.9 73.16
7.61 117.5 75.52
---- ----- -----
7.20% 132.9 70.47%
</TABLE>
(a) Column totals may not sum due to rounding.
(b) Other property type includes special purpose properties, mobile home
parks, and a hospital.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-7
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
PREPAYMENT PROVISIONS
OVERVIEW OF PREPAYMENT RESTRICTIONS
<TABLE>
<CAPTION>
PREPAYMENT RESTRICTION % OF INITIAL POOL BALANCE
- -------------------------------------------------------------------------
<S> <C>
Lockout Period with Defeasance 47.38%
Yield Maintenance 29.40
Lockout Period with Yield Maintenance 22.19
Lockout Period with Fixed Percentage 0.49
Other 0.55
-----
Total 100%
</TABLE>
ALLOCATION OF PREPAYMENT PREMIUMS
All Prepayment Premiums are distributed to Certificate holders on the
Distribution Date following the one-month collection period in which the
prepayment occurred.
Prepayment premiums will be allocated between the Offered Certificates as
follows:
A percentage of all Prepayment Premiums (either fixed Prepayment Premiums
or Yield Maintenance amount) will be allocated to each class of Offered
Certificates (other than the Class X Certificates) (the "P & I
Certificates) in an amount equal to the product of (a) such Prepayment
Premium (b) the percentage of the total principal distribution that such
Class receives, and (c) the Discount Rate Fraction. The "Discount Ratio
Fraction" is a percentage (which can be no greater that 100% or less than
0%), the numerator of which is the excess of the Pass-Through Rate for
such Class of Certificates over the relevant Discount Rate, and the
denominator of which is the excess of the Mortgage Rate of the related
Mortgage Loan over the Discount Rate.
- -----------------------------------------------------------------------
Discount Rate = (Pass- Through Rate - Discount Rate)
Fraction ------------------------------------
(Mortgage Rate - Discount Rate)
- -----------------------------------------------------------------------
The remaining percentage of the Prepayment Premiums will be allocated to
the Class X Certificates
Allocation of Prepayment Premiums Example
Discount Rate Fraction Methodology:
Mortgage Rate = 9%
Pass-Through Rate = 7%
Treasury Rate (monthly) = 6%
P & I CERTIFICATE ALLOCATION CLASS X CERTIFICATE ALLOCATION
- ------------------------------- -----------------------------------
7% - 6% = 33 1/3% Receives excess premiums = 66 2/3%
- -------
9% - 6%
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-8
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
<TABLE>
<CAPTION>
PREPAYMENT RESTRICTIONS
PREPAYMENT LOCK-OUT / PREMIUM ANALYSIS
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT
PREPAYMENT JUNE JUNE JUNE JUNE JUNE JUNE JUNE
RESTRICTIONS 1998 1999 2000 2001 2002 2003 2004
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Locked Out 51.96% 51.12% 48.03% 18.38% 11.68% 0.37% 0.09%
Defeasance 0.00 0.00 2.50 31.91 38.44 46.89 46.72
Greater of 1% and Yield Maintenance
48.04 48.88 48.99 48.77 48.95 51.77 52.22
Yield Maintenance 0.00 0.00 0.00 0.00 0.00 0.00 0.00
---- ---- ---- ---- ---- ---- ----
Subtotal 100.00 100.00 99.52 99.07 99.07 99.04 99.04
5.00% or Greater 0.00 0.00 0.48 0.48 0.00 0.00 0.00
4.00 - 4.99% 0.00 0.00 0.00 0.00 0.47 0.00 0.00
3.00 - 3.99% 0.00 0.00 0.00 0.00 0.00 0.96 0.50
2.00 - 2.99% 0.00 0.00 0.00 0.00 0.00 0.00 0.46
1.00 - 1.99% 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(greater than) 1.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.46 0.46 0.00 0.00
---- ---- ---- ---- ---- ---- ----
Totals 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool Balance
($ million) $1,445.2 $1,422.7 $1,398.5 $1,372.3 $1,343.7 $1,306.9 $1,274.0
% of Cut-Off Pool Balance 100.00% 98.44% 96.77% 94.95% 92.98% 90.43% 88.16%
<CAPTION>
PREPAYMENT LOCK-OUT / PREMIUM ANALYSIS
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT
PREPAYMENT JUNE JUNE JUNE JUNE JUNE JUNE
RESTRICTIONS 2005 2006 2007 2008 2009 2010
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Locked Out 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 47.67 47.59 47.51 17.45 21.92 20.73
Greater of 1% and Yield Maintenance
51.35 51.44 46.99 69.71 75.08 75.38
Yield Maintenance 0.00 0.00 0.00 0.00 0.00 0.00
---- ---- ---- ----- ---- ----
Subtotal 99.02 99.03 94.50 87.16 97.00 96.12
5.00% or Greater 0.00 0.00 0.00 0.00 0.00 0.00
4.00 - 4.99% 0.00 0.00 0.00 0.00 0.00 0.00
3.00 - 3.99% 0.52 0.00 0.00 0.00 0.00 0.00
2.00 - 2.99% 0.00 0.52 0.00 0.00 0.00 0.00
1.00 - 1.99% 0.46 0.45 0.96 1.75 2.11 2.06
(greater than) 1.00% 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 4.54 11.09 0.89 1.82
---- ---- ---- ----- ---- ----
Totals 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool Balance
($ million) $1,213.3 $1,178.9 $1,142.0 $269.1 $206.7 $193.3
% of Cut-Off Pool Balance 83.96% 81.58% 79.02% 18.62% 14.30% 13.38%
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-9
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCE
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE
MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE
RANGE OF CUT-OFF DATE PRINCIPAL BALANCE LOANS BALANCE BALANCE BALANCE COVERAGE RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(greater than) $499,999 1 $ 411,898 0.03% $ 411,898 1.66x
500,000 - 999,999 6 5,283,241 0.37 880,540 2.20
1,000,000 - 1,999,999 26 38,101,831 2.64 1,465,455 1.48
2,000,000 - 2,999,999 41 101,114,894 7.00 2,466,217 1.50
3,000,000 - 3,999,999 20 70,477,572 4.88 3,523,879 1.55
4,000,000 - 4,999,999 18 79,813,908 5.52 4,434,106 1.45
5,000,000 - 5,999,999 13 72,594,765 5.02 5,584,213 1.37
6,000,000 - 6,999,999 10 66,012,980 4.57 6,601,298 1.48
7,000,000 - 7,999,999 10 74,236,032 5.14 7,423,603 1.58
8,000,000 - 8,999,999 7 61,045,595 4.22 8,720,799 1.39
9,000,000 - 9,999,999 5 47,551,686 3.29 9,510,337 1.37
10,000,000 - 11,999,999 7 80,217,832 5.55 11,459,690 1.39
12,000,000 - 13,999,999 1 13,378,055 0.93 13,378,055 1.34
14,000,000 - 16,999,999 6 95,321,602 6.60 15,886,934 1.24
17,000,000 - 225,437,229 11 639,621,155 44.26 58,147,378 1.57
--- ----------- ----- ---------- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE WEIGHTED AVERAGE
MORTGAGE INTEREST REMAINING TERMS CURRENT
RANGE OF CUT-OFF DATE PRINCIPAL BALANCE RATE TO MATURITY LTV
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(greater than) $499,999 7.60% 118.0 68.65%
500,000 - 999,999 7.67 123.3 63.25
1,000,000 - 1,999,999 7.40 141.9 65.69
2,000,000 - 2,999,999 7.25 152.2 65.54
3,000,000 - 3,999,999 7.30 162.4 67.13
4,000,000 - 4,999,999 7.29 159.0 66.03
5,000,000 - 5,999,999 7.45 132.9 71.37
6,000,000 - 6,999,999 7.34 133.7 65.89
7,000,000 - 7,999,999 7.33 158.5 65.72
8,000,000 - 8,999,999 7.32 142.7 71.14
9,000,000 - 9,999,999 7.24 108.3 75.64
10,000,000 - 11,999,999 7.47 134.0 66.85
12,000,000 - 13,999,999 7.02 82.0 76.01
14,000,000 - 16,999,999 7.25 111.6 79.12
17,000,000 - 225,437,229 7.05 124.9 72.03
---- ----- -----
TOTAL 7.20% 132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-10
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
DEBT SERVICE COVERAGE RATIO
[ ] Weighted Average Current Debt Service Coverage Ratio: 1.49x
[ ] 96.5% of the Portfolio has Debt Service Coverage Ratio greater than
1.20x
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF DEBT SERVICE COVERAGE RATIOS AND
CUT-OFF DATE PRINCIPAL BALANCE]]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
DEBT SERVICE MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
COVERAGE RATIO LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(greater
than)
1.00 2 $ 20,447,034 1.41% $ 10,223,517 1.00x 6.91%
1.01 - 1.10 5 18,413,406 1.27 3,682,681 1.05 7.08
1.11 - 1.20 3 12,482,558 0.86 4,160,853 1.19 7.52
1.21 - 1.30 36 234,973,110 16.26 6,527,031 1.27 7.37
1.31 - 1.40 63 362,948,923 25.11 5,761,094 1.34 7.28
1.41 - 1.50 14 160,551,148 11.11 11,467,939 1.47 7.12
1.51 - 1.60 10 337,452,383 23.35 33,745,238 1.59 7.06
1.61 - 1.70 5 65,514,255 4.53 13,102,851 1.67 7.37
1.71 - 1.80 23 83,884,482 5.80 3,647,151 1.76 7.05
1.81 - 1.90 12 85,539,907 5.92 7,128,326 1.86 6.93
1.91 - 2.00 3 48,312,170 3.34 16,104,057 1.93 7.54
2.01 - 2.10 1 2,681,087 0.19 2,681,087 2.07 7.98
2.11 - 2.20 2 5,854,971 0.41 2,927,486 2.15 7.02
2.21 (less than)
= 3 6,127,612 0.42 2,042,537 3.36 7.90
--- --------- ---- --------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED AVERAGE
REMAINING TERMS CURRENT
TO MATURITY LTV
- ---------------------------------------
<S> <C>
88.5 75.82%
161.8 84.16
130.3 75.73
123.2 75.30
116.8 74.34
127.4 67.41
117.6 77.07
120.9 59.87
224.5 53.71
202.1 49.92
160.1 57.69
118.0 58.28
234.0 52.77
127.4 54.90
----- ------
132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-11
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
CUT-OFF DATE LOAN TO VALUE RATIO
[ ] Weighted Average Current Loan to Value Ratio: 70.5%
[ ] 56.8% of the Cut-off Date Principal Balance have Loan to Value Ratio of
75% or less
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
LOAN-TO-VALUE MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
RATIO LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
23.86% - 30.00% 2 $ 2,635,069 0.18% $ 1,317,534 3.98x 7.85%
30.01 - 50.00 9 142,233,130 9.84 15,803,681 1.68 7.29
50.01 - 60.00 44 246,279,251 17.04 5,597,256 1.73 7.21
60.01 - 65.00 11 69,907,277 4.84 6,355,207 1.51 7.27
65.01 - 70.00 18 85,603,297 5.92 4,755,739 1.33 7.46
70.01 - 75.00 52 274,647,620 19.00 5,281,685 1.34 7.30
75.01 - 80.00 36 335,212,716 23.20 9,311,464 1.37 7.27
80.01 - 85.00 7 57,036,973 3.95 8,148,139 1.17 7.17
85.01 - 90.00 1 225,437,229 15.60 225,437,229 1.60 6.81
95.01 - 100.00 2 6,190,484 0.43 3,095,242 1.03 6.80
--- --------------- ------ ----------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
REMAINING WEIGHTED AVERAGE
TERM TO AVERAGE BALLON/
MATURITY CURRENT LTV ARD LTV
- --------------------------------------------------------
<S> <C> <C>
139.8 24.80% 0.00%
152.8 48.09 33.85
182.4 54.80 22.84
115.3 62.93 39.90
121.8 68.07 54.66
118.2 73.25 61.63
119.6 77.77 65.11
109.1 81.55 46.27
117.0 87.62 69.13
238.0 99.61 0.00
----- ----- -----
132.9 70.47% 51.82%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
<PAGE>
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-12
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
REMAINING AMORTIZATION TERM (IN MONTHS)
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
AMORTIZATION MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
TERMS LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
71- 90 1 $ 15,873,962 1.10% $ 15,873,962 1.00x 6.91%
91-110 1 1,677,521 0.12 1,677,521 1.06 7.25
111-130 2 6,219,574 0.43 3,109,787 1.57 7.10
131-150 1 3,736,335 0.26 3,736,335 1.03 7.13
171-190 4 40,265,640 2.79 10,066,410 1.58 7.04
211-230 1 4,370,386 0.30 4,370,386 1.28 7.38
231-250 41 143,341,737 9.92 3,496,140 1.71 7.05
291-310 41 574,743,201 39.77 14,018,127 1.55 7.22
331-360 90 654,954,690 45.32 7,277,274 1.41 7.24
--- --------------- ----- ----------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED
TERM TO AVERAGE
MATURITY CURRENT LTV
- ------------------------------------
<S> <C>
80.0 81.20%
106.0 67.10
118.0 48.35
146.0 83.96
120.5 62.14
117.0 69.37
225.8 56.17
120.5 73.28
125.8 71.53
----- -----
132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-13
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
CURRENT MORTGAGE INTEREST RATES
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
MORTGAGE MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
RATES LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
6.50 - 6.75 2 $ 43,558,638 3.01% $ 21,779,319 1.51x 6.74%
6.75 - 7.00 16 387,990,079 26.85 24,249,380 1.55 6.85
7.00 - 7.25 69 399,655,658 27.65 5,792,111 1.48 7.10
7.25 - 7.50 51 410,834,586 28.43 8,055,580 1.45 7.40
7.50 - 7.75 28 131,221,075 9.08 4,686,467 1.40 7.64
7.75 - 8.00 9 42,578,781 2.95 4,730,976 1.62 7.83
8.00 - 8.25 3 10,573,647 0.73 3,524,549 1.83 8.15
8.25 - 8.50 3 14,597,956 1.01 4,865,985 1.68 8.43
8.75 - 9.00 1 4,172,624 0.29 4,172,624 1.57 8.88
--- --------------- ---- ----------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED
TERM TO AVERAGE
MATURITY CURRENT LTV
- ------------------------------------
<S> <C>
117.0 78.47%
124.1 78.31
154.3 67.44
124.2 66.59
126.0 68.11
145.5 64.65
122.8 65.20
116.0 74.41
113.0 63.22
----- -----
132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-14
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
AMORTIZATION TYPES
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
AMORTIZATION MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
TYPE LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balloon 103 $ 882,979,842 61.10% $8,572,620 1.48x 7.18%
Fully Amortizing 44 162,526,248 11.25 3,693,778 1.66 7.03
Hyper Amortizing 35 399,676,956 27.66 11,419,342 1.46 7.33
--- ------------- ------ ---------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED
TERM TO AVERAGE
MATURITY CURRENT LTV
- ------------------------------------
<S> <C>
122.2 75.65%
210.0 58.10
125.4 64.05
----- -----
132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-15
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
REMAINING TERM TO MATURITY (IN MONTHS)
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
AMORTIZATION MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
TYPE LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
= (greater
than) 70 1 $ 6,508,605 0.45% $ 6,508,605 1.31x 6.92%
71 - 90 7 44,633,538 3.09 6,376,220 1.22 7.16
91 - 110 1 1,677,521 0.12 1,677,521 1.06 7.25
111 - 130 118 1,101,428,250 76.21 9,334,138 1.45 7.21
131 - 150 2 6,128,400 0.42 3,064,200 1.17 7.37
151 - 170 2 7,065,919 0.49 3,532,960 1.22 7.55
171 - 190 15 146,796,443 10.16 9,786,430 1.71 7.27
231 - 250 36 130,944,369 9.06 3,637,344 1.75 7.02
--- --------------- ----- ----------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED
TERM TO AVERAGE
MATURITY CURRENT LTV
- ------------------------------------
<S> <C>
57.0 71.52%
80.6 76.10
106.0 67.10
117.4 73.83
144.0 79.48
151.0 74.40
177.8 56.74
234.3 55.00
----- -----
132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-16
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
YEAR OF ORIGINATION
REMAINING TERM TO MATURITY (IN MONTHS)
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[BAR GRAPH SHOWING RANGE OF CUT-OFF DATE PRINCIPAL BALANCE AND
PERCENTAGE OF AGGREGATE CUT-OFF DATE PRINCIPAL BALANCE]
<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE WEIGHTED WEIGHTED
NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF CUT-OFF DATE AVERAGE AVERAGE
YEAR OF MORTGAGE PRINCIPAL DATE PRINCIPAL PRINCIPAL DEBT SERVICE MORTGAGE INTEREST
ORIGINATION LOANS BALANCE BALANCE BALANCE COVERAGE RATIO RATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1997 93 $ 627,341,024 43.41% $ 6,745,602 1.49x 7.25%
1998 87 810,776,103 56.10 9,319,266 1.50 7.16
1995 2 7,065,919 0.49 3,532,960 1.22 7.55
--- --------------- ----- ----------- ---- ----
TOTAL 182 $ 1,445,183,046 100% $ 7,940,566 1.49x 7.20%
<CAPTION>
WEIGHTED
AVERAGE
REMAINING WEIGHTED
TERM TO AVERAGE
MATURITY CURRENT LTV
- ------------------------------------
<S> <C>
144.1 67.35%
124.1 72.84
151.0 74.40
----- -----
132.9 70.47%
</TABLE>
(a) Column totals may not add due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-17
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
COLLATERAL TERM SHEET:
SENIOR LIVING PORTFOLIO
- -------------------------------------------------------------------------------
Loan Information
Original Cut-Off Date
PRINCIPAL BALANCE: $226,000,000 $225,437,229
ORIGINATION DATE: February 6, 1998
INTEREST RATE: 6.81%
AMORTIZATION: 25 years
MATURITY DATE: February 1, 2008
BORROWERS: Senior Living Properties, LLC and SLP Illinois,
LLC were formed as special purpose entities in
December 1997 and January 1998.
CALL PROTECTION: Prepayment lockout for 34 months. U.S. Treasury
defeasance permitted from 34 months after the
closing date.
CROSS-COLLATERALIZATION/ No
DEFAULT
ADDITIONAL FINANCING: $10 million subordinate loan secured by mortgages
on the property and revolving lines of credit of
$15 million and a $10 million secured by certain
income and accounts. Additional $10 million
unsecured subordinated loan.
- -------------------------------------------------------------------------------
Property Information
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: Nursing Home and Assisted Living
LOCATION: Illinois and Texas
YEAR BUILT/RENOVATED: 1902-1984 / 1939-1998
THE COLLATERAL The loan is secured by fee mortgages or deeds of
trust encumbering 74 nursing homes and assisted
living properties located in Texas and Illinois,
and security interests in certain income,
accounts and other personal property relating to
13 other nursing homes and assist ing living
properties.
SURETY BOND: The loan is insured under an insurance surety
bond issued by ZC Specialty Insurance Company
("ZC") covering up to a principal amount of
$144,549,430, together with applicable interest
thereon. The obligations of ZC are guaranteed by
Centre Reinsurrance (US) Limited ("C entre Re").
As of March 1998, Centre Re had claims paying
ability of AA by Standard & Poor's.
PROPERTY MANAGEMENT: Complete Care Services, L.P.
OCCUPANCY: 73%
(10/31/97)
1997 NET OPERATING $30,306,508
INCOME:
UNDERWRITABLE NET CASH FLOW: $30,402,500
APPRAISED VALUE: $257,300,000
CUT-OFF DATE LOAN/SQ. FT.: $28,461
APPRAISAL DATE: January 1, 1998
Cut-off Date
LTV: 87.6%
BALLOON LTV: 69.1%
DSCR(1): 1.60x
(1) Based on Underwritable Net Cash Flow.
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-18
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
COLLATERAL TERM SHEET:
ALLIANCE PORTFOLIO
- -------------------------------------------------------------------------------
Loan Information
Original Cut-Off Date
PRINCIPAL BALANCE: $62,000,000 $61,800,612
ORIGINATION DATE: December 16, 1997
INTEREST RATE: 7.14%
AMORTIZATION: 30 years
HYPERAMORTIZATION After Anticipated Repayment Date, interest rate
increases to 9.143%. All excess cash flow is used
to reduce outstanding principal balance; the
additional 2% deferred and accrues interest at
the increased rate until the principal balance is
zero.
ANTICIPATED REPAYMENT DATE: January 1, 2008
MATURITY DATE: January 1, 2028
BORROWER/SPONSOR: Alliance DG, a special purpose entity, is an
Illinois limited partnership, an affiliate of
Alliance Holdings, LLC, a privately owned real
estate investment, development, and finance firm
primarily involved in the multifamily housing
industry. Alliance Holdings is based in Chicago,
Illinois and holds a portfolio of more than
13,368 apartment units in Texas, Indiana,
California and Florida.
CALL PROTECTION: Prepayment lockout up to 6 months prior to the
Anticipated Repayment Date. U.S. Treasury
defeasance permitted from five years after
closing date.
CROSS-COLLATERALIZATION/ No
DEFAULT
ADDITIONAL FINANCING: $9.5 million mezzanine partnership loan.
- -------------------------------------------------------------------------------
Property Information
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: Multifamily
LOCATION: Texas
YEAR BUILT/RENOVATED: 1970-1983 / 1996-1998
THE COLLATERAL: 8 multi-family properties located in Dallas and
Houston, Texas, totaling 2,762 units.
PROPERTY MANAGEMENT: Alliance Residential Management LLC
OCCUPANCY(1/11/98): 96%
1997 NET OPERATING INCOME: $6,872,462
UNDERWRITABLE NET CASH FLOW: $6,639,436
APPRAISED VALUE: $81,910,000
CUT-OFF DATE LOAN/ SQ. FT: $22,375
APPRAISAL DATE: 10/23/97 - 3/23/98
Cut-off Date At ARD(1)
LTV: 75.5% 65.2%
DSCR(2) 1.32x
(1) Anticipated Repayment Date.
(2) Based on Underwritable Net Cash Flow.
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-19
<PAGE>
COLLATERAL TERM SHEET: [LOGO]
MADISON RENAISSANCE
- -------------------------------------------------------------------------------
Loan Information
Original Cut-Off Date
PRINCIPAL BALANCE: $49,000,000 $48,942,695
ORIGINATION DATE: March 3, 1998
INTEREST RATE: 7.34%
AMORTIZATION: 25-years
HYPERAMORTIZATION After Anticipated Repayment Date, interest rate
increases to 9.340%. All excess cash flow is used
to reduce outstanding principal balance; the
additional 2% deferred and accrues interest at
the increased rate until the principal balance is
zero.
ANTICIPATED REPAYMENT DATE: April 1, 2008
MATURITY DATE: April 1, 2023
BORROWER: Madison Hotel LLC, a Washington limited liability
company and a special purpose entity. Madison
Associates, a Washington general partnership, is
the sole member of the Madison Renaissance
Borrower.
CALL PROTECTION: Prepayment lockout up to 6 months prior to
Anticipated Repayment Date. U.S. Treasury
defeasance permitted from 35 months after the
closing date.
CROSS-COLLATERALIZATION/ No
DEFAULT
MEZZANINE LOANS: NAP
- -------------------------------------------------------------------------------
Property Information
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Hospitality
LOCATION: Washington
YEAR BUILT/RENOVATED: 1983 / 1997-1998
THE COLLATERAL Collateral consists of both fee and leasehold
interests in land underlying a 28-story, 553 room
full service hotel. The property includes three
restaurants, 18,283 square feet of meeting space
and underground parking facilities.
PROPERTY MANAGEMENT: R.C. Hedreen Co.
FRANCHISOR: Marriott International, Inc.
OCCUPANCY: 69%(3)
(12/31/97)
1997 NET OPERATING $7,948,850
INCOME:
UNDERWRITABLE NET CASH FLOW: $7,106,470
APPRAISED VALUE: $83,800,000
CUT-OFF DATE LOAN/ROOMS: $88,504
APPRAISAL DATE: June 1, 1997
Cut-off Date At ARD(1)
LTV: 58.5% 46.4%
DSCR(2) 1.66x
(1) Anticipated Repayment Date.
(2) Based on Underwritable Net Cash Flow.
(3) Based on a trailing 12 month basis.
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-20
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET [LOGO]
COLLATERAL TERM SHEET:
RENAISSANCE TECHWORLD HOTEL
- -------------------------------------------------------------------------------
Loan Information
Original Cut-Off Date
PRINCIPAL BALANCE: $62,000,000 $61,924,861
ORIGINATION DATE: March 13, 1998
INTEREST RATE: 7.50%
AMORTIZATION: 25 years
HYPERAMORTIZATION After Anticipated Repayment Date, interest rate
increases to 9.500%. All excess cash flow is used
to reduce outstanding principal balance; the
additional 2% deferred and accrues interest at
the increased rate until the principal balance is
zero.
ANTICIPATED REPAYMENT DATE: April 1, 2008
MATURITY DATE: April 1, 2023
BORROWER: Techworld Hotel Associates, LLC, a District of
Columbia limited liability company and a special
purpose entity.
CALL PROTECTION: Prepayment lockout up to 7 months prior to
Anticipated Repayment Date. U.S. Treasury
defeasance permitted from 47 months after the
closing date.
CROSS-COLLATERALIZATION/ No
DEFAULT
ADDITIONAL FINANCING: Approximately $6.0 million mezzanine partnership
loan.
- -------------------------------------------------------------------------------
Property Information
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Hospitality
LOCATION: District of Columbia
YEAR BUILT/RENOVATED: 1989 / 1994
THE COLLATERAL A 15-story, 801 room full service hotel located
at 999 9th Street in Washington D.C. with a
restaurant and a lounge, 66,918 square feet of
meeting and ballroom space and a 307 seat
auditorium.
PROPERTY MANAGEMENT: Renaissance Hotel Operating Company
OCCUPANCY (12/31/97): 71%(3)
1997 NET OPERATING $10,261,495
INCOME:
UNDERWRITABLE NET CASH FLOW: $8,801,680
APPRAISED VALUE: $125,000,000
CUT-OFF DATE LOAN/ROOMS: $77,309
APPRAISAL DATE: January 28, 1998
Current
LTV: 49.6% At ARD(1)
DSCR(2) 1.59x 39.7%
(1) Anticipated Repayment Date.
(2) Based on Underwritable Net Cash Flow.
(3) Based on a trailing 12 month basis.
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-21
<PAGE>
COLLATERAL TERM SHEET: [LOGO]
THE AIMCO LOANS
- -------------------------------------------------------------------------------
Loan Information
Original Cut-Off Date
TOTAL PRINCIPAL BALANCE: $120,000,000 $118,600,711
NUMBER OF LOANS: Thirty Three
RANGE OF PRINCIPAL BALANCE: $1,160,988 - $9,079,651 $1,147,450 - 8,973,776
ORIGINATION DATE: October 31, 1997
RANGE OF INTEREST RATE: 7.019%
RANGE OF AMORTIZATION: 20 Years
RANGE OF MATURITY DATE: November 1, 2017
BORROWER/SPONSOR: Thirty Three AIMCO Loan Borrowers, each a
separate special purpose entity Delaware limited
partnership
CALL PROTECTION: Prepayment penalty is the greater of 1% or yield
maintenance for the first 227 months and open for
the last 13 months.
CROSS-COLLATERALIZATION/ No
DEFAULT
MEZZANINE LOANS: No
- -------------------------------------------------------------------------------
Property Information
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: Multifamily
LOCATION: Arizona, Georgia, Texas, Florida, Michigan, North
Carolina, and Illinois
YEAR BUILT/RENOVATED: 1964 -1990
THE COLLATERAL Collateral consists of thirty three multifamily
properties ranging in size from 84 units to 487
units, totaling 6,976 units.
PROPERTY MANAGEMENT: AMICO Properties, L.P.
OCCUPANCY: 81% - 100%
(8/18/97 - 12/15/97)
1997 NET OPERATING ($297,532) - $1,762,112
INCOME:
UNDERWRITABLE NET CASH FLOW: $189,841 - $1,485,628
APPRAISED VALUE: $2,050,000 - $17,200,000
CUT-OFF DATE BALANCE/UNITS: $17,001
APPRAISAL DATE: October and November 1997
Cut-off Date
LTV: 49% - 60%
DSCR(1) 1.75x - 2.19x
(1) Based on Underwritable Net Cash Flow.
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-22
<PAGE>
DEUTSCHE MORGAN GRENFELL INC.
31 WEST 52ND STREET
NEW YORK, NY 10019
REAL ESTATE FINANCE
- -------------------
Steve Stuart Phone: (212) 469-8444
Director Fax: (212) 469-8518
Eric Schwartz Phone: (212) 469-4542
Director Fax: (212) 469-8518
Greg Hartch Phone: (212) 469-2748
Vice President Fax: (212) 469-8518
Allisson Michaels Phone: (212) 469-7391
Vice President Fax: (212) 469-8518
Janet Whang Phone: (212) 469-3672
Analyst Fax: (212) 469-8518
MORTGAGE UNDERWRITING
- ----------------------
Robert Burns Phone: (212) 469-3867
Director Fax: (212) 469-8523
Lotte Potter Phone: (212) 469-2793
Vice President Fax: (212) 469-8523
MORTGAGE TRADING
- ----------------
John Cutting Phone: (212) 469-7730
Director Fax: (212) 469-6933
Scott Wayneburn Phone: (212) 469-7730
Vice President Fax: (212) 469-6933
LEHMAN BROTHERS
THREE WORLD FINANCIAL CENTER, 20TH FLOOR
NEW YORK, NY 10288
REAL ESTATE FINANCE
- -------------------
Paul Hughson Phone: (212) 526-5911
Senior Vice President Fax: (212) 526-3746
Rick Hollander Phone: (212) 526-8327
Vice President Fax: (212) 526-3746
Jim Blakemore Phone: (212) 526-7708
Vice President Fax: (212) 526-3746
RESIDENTIAL FUNDING SECURITIES CORP.
8400 HORMANDALE LAKE BLVD., SUITE 7000
MINNEAPOLIS, MN 55437
REAL ESTATE FINANCE
- -------------------
Jill Johnson Phone: (612) 832-7149
Director Fax: (612) 921-4584
MORTGAGE TRADING
David Soltau Phone: (612) 832-7459
Director Fax: (612) 832-7097
MORTGAGE TRADING
- ----------------
Haejin Baek Phone: (212) 526-0001
Senior Vice President Fax: (212) 528-8955
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in the material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
C-23
<PAGE>
ANNEX D
GLOBAL CLEARANCE, SETTLEMENT AND TAX
DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered GMAC
Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates,
Series 1998-C1 (the "Global Securities") will be available only in book-entry
form. Investors in the Global Securities may hold such Global Securities
through any of DTC, CEDEL or Euroclear. The Global Securities will be
tradeable as home market instruments in both the European and U.S. domestic
markets. Initial settlement and all secondary trades will settle in same day
funds. Capitalized terms used but not defined in this Annex B have the
meanings assigned to them in the Prospectus Supplement and the Prospectus.
Secondary market trading between investors holding Global Securities
through CEDEL and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.
Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositaries of CEDEL
and Euroclear (in such capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing
organizations or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global
Securities will be represented through financial institutions acting on their
behalf as direct and indirect Participants in DTC. As a result, CEDEL and
Euroclear will hold positions on behalf of their participants through their
respective Depositaries, which in turn will hold such positions in accounts
as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through CEDEL or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global
security and no "lock-up" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payments in same-day funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired
value date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to similar
issues of pass-through certificates in same-day funds.
Trading between CEDEL and/or Euroclear Participants. Secondary market
trading between CEDEL Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
Trading between DTC seller and CEDEL or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant to the
account of a CEDEL Participant or a Euroclear
D-1
<PAGE>
Participant, the purchaser will send instructions to CEDEL or Euroclear
through a CEDEL Participant or Euroclear Participant at least one business
day prior to settlement. CEDEL or Euroclear will instruct the respective
Depositary, as the case may be, to receive the Global Securities against
payment. Payment will include interest accrued on the Global Securities from
and including the last coupon payment date to and excluding the settlement
date. Payment will then be made by the respective Depositary to the DTC
Participant's account against delivery of the Global Securities. After
settlement has been completed, the Global Securities will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the CEDEL Participant's or Euroclear Participant's
account. The Global Securities credit will appear the next day (European
time) and the cash debit will be back-valued to, and the interest on the
Global Securities will accrue from, the value date (which would be the
preceding day when settlement occurred in New York). If settlement is not
completed on the intended value date (i.e., the trade fails), the CEDEL or
Euroclear cash debit will be valued instead as of the actual settlement date.
CEDEL Participants and Euroclear Participants will need to make available
to the respective clearing systems the funds necessary to process same-day
funds settlement. The most direct means of doing so is to pre-position funds
for settlement, either from cash on hand or existing lines of credit, as they
would for any settlement occurring within CEDEL or Euroclear. Under this
approach, they may take on credit exposure to CEDEL or Euroclear until the
Global Securities are credited to their accounts one day later.
As an alternative, if CEDEL or Euroclear has extended a line of credit to
them, CEDEL Participants or Euroclear Participants can elect not to
pre-position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, CEDEL Participants or Euroclear
Participants purchasing Global Securities would incur overdraft charges for
one day, assuming they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global Securities would
accrue from the value date. Therefore, in many cases the investment income on
the Global Securities earned during that one day period may substantially
reduce or offset the amount of such overdraft charges, although this result
will depend on each CEDEL Participant's or Euroclear Participant's particular
cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities
to the respective Depositary for the benefit of CEDEL Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller
on the settlement date. Thus, to the DTC Participant a cross-market
transaction will settle no differently than a trade between two DTC
Participants.
Trading between CEDEL or Euroclear seller and DTC purchaser. Due to time
zone differences in their favor, CEDEL Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depositary, to a DTC Participant. The seller will send
instructions to CEDEL or Euroclear through a CEDEL Participant or Euroclear
Participant at least one business day prior to settlement. In these cases,
CEDEL or Euroclear will instruct the respective Depositary, as appropriate,
to deliver the bonds to the DTC Participant's account against payment.
Payment will include interest accrued on the Global Securities from and
including the last coupon payment date to and excluding the settlement date.
The payment will then be reflected in the account of the CEDEL Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in
the CEDEL Participant's or Euroclear Participant's account would be
back-valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the CEDEL Participant or Euroclear
Participant have a line of credit with its respective clearing system and
elect to be in debit in anticipation of receipt of the sale proceeds in its
account, the back-valuation will extinguish any overdraft charges incurred
over that one-day period. If settlement is not completed on the intended
value date (i.e., the trade fails), receipt of the cash proceeds in the CEDEL
Participant's or Euroclear Participant's account would instead be valued as
of the actual settlement date. Finally, day traders that use CEDEL or
Euroclear and that purchase Global Securities from DTC Participants for
delivery to CEDEL Participants or Euroclear Participants should note that
these trades would automatically fail on the sale side unless affirmative
action were taken. At least three techniques should be readily available to
eliminate this potential problem:
D-2
<PAGE>
(a) borrowing through CEDEL or Euroclear for one day (until the purchase
side of the day trade is reflected in their CEDEL or Euroclear accounts) in
accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their CEDEL or Euroclear
account in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least one
day prior to the value date for the sale to the CEDEL Participant or
Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A Beneficial Owner of Global Securities holding securities through CEDEL
or Euroclear (or through DTC if the holder has an address outside the U.S.)
will be subject to the 30% U.S. withholding tax that generally applies to
payments of interest (including original issue discount) on registered debt
issued by U.S. Persons, unless (i) each clearing system, bank or other
financial institution that holds customers' securities in the ordinary course
of its trade or business in the chain of intermediaries between such
Beneficial Owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such beneficial owner takes
one of the following steps to obtain an exemption or reduced tax rate:
Exemption for non-U.S. Persons (Form W-8). Beneficial Owners of
Certificates that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8 (Certificate of Foreign
Status). If the information shown on Form W-8 changes, a new Form W-8 must be
filed within 30 days of such change.
Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a
U.S. branch, for which the interest income is effectively connected with its
conduct of a trade or business in the United States can obtain an exemption
from the withholding tax by filing Form 4224 (Exemption from Withholding of
Tax on Income Effectively Connected with the Conduct of a Trade or Business
in the United States).
Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form 1001). Non-U.S. Persons that are Beneficial Owners residing
in a country that has a tax treaty with the United States can obtain an
exemption or reduced tax rate (depending on the treaty terms) by filing Form
1001 (Ownership, Exemption or Reduced Rate Certificate). If the treaty
provides only for a reduced rate, withholding tax will be imposed at that
rate unless the filer alternatively files Form W-8. Form 1001 may be filed by
the Beneficial Owner or his agent.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. Federal Income Tax Reporting Procedure. The Beneficial Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his
agent, files by submitting the appropriate form to the person through whom it
holds (the clearing agency, in the case of persons holding directly on the
books of the clearing agency). Form W-8 and Form 1001 are effective for three
calendar years and Form 4224 is effective for one calendar year.
The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of
the United States or any political subdivision thereof or (iii) an estate the
income of which is includable in gross income for United States tax purposes,
regardless of its source or a trust if a court within the United States is
able to exercise primary supervision of the administration of the trust and
one or more United States fiduciaries have the authority to control all
substantial decisions of the trust. This summary does not deal with all
aspects of U.S. Federal income tax withholding that may be relevant to
foreign holders of the Global Securities. Investors are advised to consult
their own tax advisors for specific tax advice concerning their holding and
disposing of the Global Securities.
D-3
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
The mortgage pass-through certificates (the "Offered Certificates")
offered hereby and by the supplements hereto (each, a "Prospectus
Supplement") will be offered from time to time in series. The Offered
Certificates of any series, together with any other mortgage pass-through
certificates of such series, are collectively referred to herein as the
"Certificates".
Each series of Certificates will represent in the aggregate the entire
beneficial ownership interest in a trust fund (with respect to any series,
the "Trust Fund") to be formed by GMAC Commercial Mortgage Securities, Inc.
(the "Depositor") and consisting primarily of a segregated pool (a "Mortgage
Asset Pool") of the Mortgage Loans (as defined in the related Prospectus
Supplement), mortgage-backed securities ("MBS") that evidence interests in,
or that are secured by pledges of, one or more of various types of
multifamily or commercial mortgage loans, or a combination of Mortgage Loans
and MBS (collectively, "Mortgage Assets"). If so specified in the related
Prospectus Supplement, the Trust Fund for a series of Certificates may
include letters of credit, insurance policies, guarantees, reserve funds or
other types of credit support, or any combination thereof, and also interest
rate exchange agreements and other financial assets, or any combination
thereof. See "Description of the Trust Funds", "Description of the
Certificates" and "Description of Credit Support".
The yield on each class of Certificates of a series will be affected by,
among other things, the rate of payment of principal (including prepayments)
on the Mortgage Assets in the related Trust Fund and the timing of receipt of
such payments as described herein and in the related Prospectus Supplement.
See "Yield and Maturity Considerations". A Trust Fund may be subject to early
termination under the circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates--Termination;
Retirement of the Certificates".
Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of the Offered Certificates of any series unless
accompanied by the Prospectus Supplement for such series.
(cover continued on next page)
-------------------
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS
ON THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MASTER SERVICER, GMAC
COMMERCIAL MORTGAGE CORPORATION OR ANY OF THEIR AFFILIATES. NEITHER THE
OFFERED CERTIFICATES NOR THE MORTGAGE ASSETS WILL BE GUARANTEED OR INSURED BY
THE DEPOSITOR, THE MASTER SERVICER, GMAC COMMERCIAL MORTGAGE CORPORATION OR
ANY OF THEIR AFFILIATES OR, UNLESS OTHERWISE SPECIFIED IN THE RELATED
PROSPECTUS SUPPLEMENT, BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING ON PAGE 11
HEREIN UNDER THE CAPTION "RISK FACTORS" AND SUCH INFORMATION AS MAY BE SET
FORTH UNDER THE CAPTION "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT
BEFORE PURCHASING ANY OFFERED CERTIFICATE.
-------------------
The Offered Certificates of any series may be offered through one or more
different methods, including offerings through underwriters, as described
under "Method of Distribution" and in the related Prospectus Supplement.
The date of this Prospectus is December 17, 1997
<PAGE>
(cover continued)
There will be no secondary market for the Offered Certificates of any
series prior to the offering thereof. There can be no assurance that a
secondary market for any Offered Certificates will develop or, if it does
develop, that it will continue. The Certificates will not be listed on any
securities exchange.
As described in the related Prospectus Supplement, the Certificates of
each series, including the Offered Certificates of such series, may consist
of one or more classes of Certificates that: (i) provide for the accrual of
interest thereon based on a fixed, variable or adjustable interest rate; (ii)
are senior or subordinate to one or more other classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled
to distributions of principal, with disproportionate, nominal or no
distributions of interest; (iv) are entitled to distributions of interest,
with disproportionate, nominal or no distributions of principal; (v) provide
for distributions of interest thereon or principal thereof that commence only
following the occurrence of certain events, such as the retirement of one or
more other classes of Certificates of such series; (vi) provide for
distributions of principal thereof to be made, from time to time or for
designated periods, at a rate that is faster (and, in some cases,
substantially faster) or slower (and, in some cases, substantially slower)
than the rate at which payments or other collections of principal are
received on the Mortgage Assets in the related Trust Fund; or (vii) provide
for distributions of principal thereof to be made, subject to available
funds, based on a specified principal payment schedule or other methodology.
Distributions in respect of the Certificates of each series will be made on a
monthly, quarterly, semi-annual, annual or other periodic basis as specified
in the related Prospectus Supplement. See "Description of the Certificates".
If so provided in the related Prospectus Supplement, one or more elections
may be made to treat the related Trust Fund or a designated portion thereof
as a "real estate mortgage investment conduit" (each, a "REMIC") for federal
income tax purposes. If applicable, the Prospectus Supplement for a series of
Certificates will specify which class or classes of such series of
Certificates will be considered to be regular interests in the related REMIC
and which class of Certificates or other interests will be designated as the
residual interest in the related REMIC. See "Certain Federal Income Tax
Consequences".
2
<PAGE>
PROSPECTUS SUPPLEMENT
As more particularly described herein, the Prospectus Supplement relating
to each series of Offered Certificates will, among other things, set forth,
as and to the extent appropriate: (i) a description of the class or classes
of such Offered Certificates, including the payment provisions with respect
to each such class, the aggregate principal amount, if any, of each such
class, the rate at which interest accrues from time to time, if at all, with
respect to each such class or the method of determining such rate, and
whether interest with respect to each such class will accrue from time to
time on its aggregate principal amount, if any, or on a specified notional
amount, if at all; (ii) information with respect to any other classes of
Certificates of the same series; (iii) the respective dates on which
distributions are to be made; (iv) information as to the assets, including
the Mortgage Assets, constituting the related Trust Fund (all such assets,
with respect to the Certificates of any series, the "Trust Assets"); (v) the
circumstances, if any, under which the related Trust Fund may be subject to
early termination; (vi) additional information with respect to the method of
distribution of such Offered Certificates; (vii) whether one or more REMIC
elections will be made and the designation of the "regular interests" and
"residual interests" in each REMIC to be created; (viii) the initial
percentage ownership interest in the related Trust Fund to be evidenced by
each class of Certificates of such series; (ix) information concerning the
Trustee (as defined herein) of the related Trust Fund; (x) if the related
Trust Fund includes Mortgage Loans, information concerning the Master
Servicer and any Special Servicer (each as defined herein) of such Mortgage
Loans; (xi) information as to the nature and extent of subordination of any
class of Certificates of such series, including a class of Offered
Certificates; and (xii) whether such Offered Certificates will be initially
issued in definitive or book-entry form.
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus forms a
part) under the Securities Act of 1933, as amended, with respect to the
Offered Certificates. This Prospectus and the Prospectus Supplement relating
to each series of Offered Certificates contain summaries of the material
terms of the documents referred to herein and therein, but do not contain all
of the information set forth in the Registration Statement pursuant to the
rules and regulations of the Commission. For further information, reference
is made to such Registration Statement and the exhibits thereto. Such
Registration Statement and exhibits can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at its
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at its Midwest Regional Offices located as follows: Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Northeast
Regional Office, Seven World Trade Center, Suite 1300, New York, New York
10048. The Commission maintains a Web site at http://www.sec.gov containing
reports, proxy and information statements and other information regarding
registrants, including the Depositor, that file electronically with the
Commission.
No dealer, salesman, or any other person has been authorized to give any
information, or to make any representations, other than those contained in
this Prospectus or any related Prospectus Supplement, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Depositor or any dealer, salesman, or any other person.
Neither the delivery of this Prospectus or any related Prospectus Supplement
nor any sale made hereunder or thereunder shall under any circumstances
create an implication that there has been no change in the information herein
or therein since the date hereof. This Prospectus and any related Prospectus
Supplement are not an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which it is unlawful to make such offer or
solicitation.
The Master Servicer or another specified person will cause to be provided
to registered holders of the Offered Certificates of each series periodic
unaudited reports concerning the related Trust Fund.
3
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,
prior to the termination of an offering of Offered Certificates evidencing
interests therein. The Depositor will provide or cause to be provided without
charge to each person to whom this Prospectus is delivered in connection with
the offering of one or more classes of Offered Certificates, upon written or
oral request of such person, a copy of any or all documents or reports
incorporated herein by reference, in each case to the extent such documents
or reports relate to one or more of such classes of such Offered
Certificates, other than the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests to
the Depositor should be directed in writing to its principal executive
offices at 650 Dresher Road, Horsham, Pennsylvania 19044, or by telephone at
(215) 328-3480.
4
<PAGE>
SUMMARY OF PROSPECTUS
The following summary of certain pertinent information is qualified in its
entirety by reference to the more detailed information appearing elsewhere in
this Prospectus and by reference to the information with respect to each
series of Certificates contained in the Prospectus Supplement to be prepared
and delivered in connection with the offering of Offered Certificates of such
series. An Index of Principal Definitions is included at the end of this
Prospectus.
SECURITIES OFFERED ............ Mortgage pass-through certificates.
DEPOSITOR ..................... GMAC Commercial Mortgage Securities, Inc., a
wholly-owned subsidiary of GMAC Commercial
Mortgage Corporation ("GMACCM"). See "The
Depositor".
TRUSTEE ....................... The trustee (the "Trustee") for each series
of Certificates will be named in the related
Prospectus Supplement. See "The Pooling and
Servicing Agreements--The Trustee".
MASTER SERVICE ................ If a Trust Fund includes Mortgage Loans,
then the servicer or the master servicer
(each, a "Master Servicer") for the
corresponding series of Certificates will be
named in the related Prospectus Supplement.
The Master Servicer for any series of
Certificates may be GMACCM or another
affiliate of the Depositor. The Master
Servicer may also be the Special Servicer
for such series and, in such dual capacity,
would be referred to as the "Servicer". See
"GMAC Commercial Mortgage Corporation" and
"The Pooling and Servicing
Agreements--Certain Matters Regarding the
Master Servicer and the Depositor".
SPECIAL SERVICER .............. If a Trust Fund includes Mortgage Loans,
then any special servicers (each, a "Special
Servicer") for the corresponding series of
Certificates will be named, or the
circumstances under which a Special Servicer
may be appointed will be described, in the
related Prospectus Supplement. A Special
Servicer for any series of Certificates may
be the Master Servicer or an affiliate of
the Depositor or the Master Servicer. See
"The Pooling and Servicing
Agreements--Special Servicers".
MBS ADMINISTRATOR ............. If a Trust Fund includes MBS, then the
entity responsible for administering such
MBS (the "MBS Administrator") will be named
in the related Prospectus Supplement. If an
entity other than the Trustee and the Master
Servicer is the MBS Administrator, such
entity will be herein referred to as the
"Manager". The Manager for any series of
Certificates may be GMACCM or another
affiliate of the Depositor.
THE MORTGAGE ASSETS ........... The Mortgage Assets will be the primary
asset of any Trust Fund. The Mortgage Assets
with respect to each series of Certificates
will, in general, consist of a pool of
Mortgage Loans secured by first or junior
liens on, as described herein, multi-family
residential properties or commercial
properties. If so specified in the related
Prospectus Supplement, a Trust Fund
5
<PAGE>
may include Mortgage Loans secured by liens
on real estate projects under construction.
The Mortgage Loans will not be guaranteed or
insured by the Depositor, GMACCM or any of
their affiliates or, unless otherwise
provided in the related Prospectus
Supplement, by any governmental agency or
instrumentality or by any other person. If
so specified in the related Prospectus
Supplement, some Mortgage Loans may be
delinquent or non-performing as of the date
the related Trust Fund is formed.
As and to the extent described in the
related Prospectus Supplement, a Mortgage
Loan (i) may provide for no accrual of
interest or for accrual of interest thereon
at an interest rate (a "Mortgage Rate") that
is fixed over its term or that adjusts from
time to time, or that may be converted at
the borrower's election from an adjustable
to a fixed Mortgage Rate, or from a fixed to
an adjustable Mortgage Rate, (ii) may
provide for level payments to maturity or
for payments that adjust from time to time
to accommodate changes in the Mortgage Rate
or to reflect the occurrence of certain
events, and may permit negative
amortization, (iii) may be fully amortizing
or may be partially amortizing or
non-amortizing, with a balloon payment due
on its stated maturity date, (iv) may
prohibit over its term or for a certain
period prepayments and/or require payment of
a premium or a yield maintenance penalty in
connection with certain prepayments and (v)
may provide for payments of principal,
interest or both, on due dates that occur
monthly, quarterly, semi-annually or at such
other interval as is specified in the
related Prospectus Supplement. Unless
otherwise provided in the related Prospectus
Supplement, each Mortgage Loan will have had
an original term to maturity of not more
than 40 years. Unless otherwise provided in
the related Prospectus Supplement, no
Mortgage Loan will have been originated by
the Depositor; however, some or all of the
Mortgage Loans in any Trust Fund may have
been originated by GMACCM or another
affiliate of the Depositor. See "Description
of the Trust Funds--Mortgage Loans".
If and to the extent specified in the
related Prospectus Supplement, the Mortgage
Assets with respect to a series of
Certificates may also include, or consist
of, MBS, provided that each MBS will
evidence an interest in, or will be secured
by a pledge of, one or more mortgage loans
that conform to the descriptions of the
Mortgage Loans contained herein. See
"Description of the Trust Funds--MBS".
THE CERTIFICATES .............. Each series of Certificates will be issued
in one or more classes pursuant to a pooling
and servicing agreement or other agreement
specified in the related Prospectus
Supplement (in either case, a "Pooling And
Servicing Agreement") and will represent in
the aggregate the entire beneficial
ownership interest in the related Trust
Fund.
6
<PAGE>
As described in the related Prospectus
Supplement, the Certificates of each series,
including the Offered Certificates of such
series, may consist of one or more classes
of Certificates that, among other things:
(i) are senior (collectively, "Senior
Certificates") or subordinate (collectively,
"Subordinate Certificates") to one or more
other classes of Certificates in entitlement
to certain distributions on the
Certificates; (ii) are entitled to
distributions of principal, with
disproportionate, nominal or no
distributions of interest (collectively,
"Stripped Principal Certificates"); (iii)
are entitled to distributions of interest,
with disproportionate, nominal or no
distributions of principal (collectively,
"Stripped Interest Certificates"); (iv)
provide for distributions of interest
thereon or principal thereof that commence
only after the occurrence of certain events,
such as the retirement of one or more other
classes of Certificates of such series; (v)
provide for distributions of principal
thereof to be made, from time to time or for
designated periods, at a rate that is faster
(and, in some cases, substantially faster)
or slower (and, in some cases, substantially
slower) than the rate at which payments or
other collections of principal are received
on the Mortgage Assets in the related Trust
Fund; (vi) provide for distributions of
principal thereof to be made, subject to
available funds, based on a specified
principal payment schedule or other
methodology; or (vii) provide for
distribution based on collections on the
Mortgage Assets in the related Trust Fund
attributable to prepayment premiums, yield
maintenance penalties or equity
participations.
Each class of Certificates, other than
certain classes of Stripped Interest
Certificates and certain classes of REMIC
Residual Certificates (as defined herein),
will have an initial stated principal amount
(a "Certificate Balance"); and each class of
Certificates, other than certain classes of
Stripped Principal Certificates and certain
classes of REMIC Residual Certificates, will
accrue interest on its Certificate Balance
or, in the case of certain classes of
Stripped Interest Certificates, on a
notional amount (a "Notional Amount") based
on a fixed, variable or adjustable interest
rate (a "Pass-Through Rate"). The related
Prospectus Supplement will specify the
Certificate Balance, Notional Amount and/or
Pass-Through Rate (or, in the case of a
variable or adjustable Pass-Through Rate,
the method for determining such rate), as
applicable, for each class of Offered
Certificates.
If so specified in the related Prospectus
Supplement, a class of Certificates may have
two or more component parts, each having
characteristics that are otherwise described
herein as being attributable to separate and
distinct classes.
The Certificates will not be guaranteed or
insured by the Depositor, by the Master
Servicer, by GMACCM or any of their
affiliates, by any governmental agency or
instrumentality or by any other person or
entity, unless otherwise provided in the
related Prospectus Supplement. See "Risk
Factors--Limited Obligations".
7
<PAGE>
DISTRIBUTIONS OF INTEREST ON
THE CERTIFICATES ............. Interest on each class of Offered
Certificates (other than certain classes of
Stripped Principal Certificates and certain
classes of REMIC Residual Certificates) of
each series will accrue at the applicable
Pass-Through Rate on the Certificate Balance
or, in the case of certain classes of
Stripped Interest Certificates, the Notional
Amount thereof outstanding from time to time
and will be distributed to
Certificateholders as provided in the
related Prospectus Supplement (each of the
specified dates on which distributions are
to be made, a "Distribution Date").
Distributions of interest with respect to
one or more classes of Certificates
(collectively, "Accrual Certificates") may
not commence until the occurrence of certain
events, such as the retirement of one or
more other classes of Certificates, and
interest accrued with respect to a class of
Accrual Certificates prior to the occurrence
of such an event will either be added to the
Certificate Balance thereof or otherwise
deferred as described in the related
Prospectus Supplement. Distributions of
interest with respect to one or more classes
of Certificates may be reduced to the extent
of certain delinquencies, losses and other
contingencies described herein and in the
related Prospectus Supplement. See "Risk
Factors--Yield and Prepayment
Considerations", "Yield and Maturity
Considerations--Certain Shortfalls in
Collections of Interest" and "Description of
the Certificates--Distributions of Interest
on the Certificates".
DISTRIBUTIONS OF PRINCIPAL OF
THE CERTIFICATES ............. As and to the extent described in each
Prospectus Supplement, distributions of
principal with respect to the related series
of Certificates will be made on each
Distribution Date to the holders of the
class or classes of Certificates of such
series entitled thereto until the
Certificate Balances of such Certificates
have been reduced to zero. Distributions of
principal with respect to one or more
classes of Certificates: (i) may be made at
a rate that is faster (and, in some cases,
substantially faster) or slower (and, in
some cases, substantially slower) than the
rate at which payments or other collections
of principal are received on the Mortgage
Assets in the related Trust Fund; (ii) may
not commence until the occurrence of certain
events, such as the retirement of one or
more other classes of Certificates of the
same series; (iii) may be made, subject to
certain limitations, based on a specified
principal payment schedule; or (iv) may be
contingent on the specified principal
payment schedule for another class of the
same series and the rate at which payments
and other collections of principal on the
Mortgage Assets in the related Trust Fund
are received. Unless otherwise specified in
the related Prospectus Supplement,
distributions of principal of any class of
Offered Certificates will be made on a pro
rata basis among all of the Certificates of
such class. See "Description of the
Certificates--Distributions of Principal of
the Certificates".
8
<PAGE>
CREDIT SUPPORT AND CASH FLOW
AGREEMENTS ................... If so provided in the related Prospectus
Supplement, partial or full protection
against certain defaults and losses on the
Mortgage Assets in the related Trust Fund
may be provided to one or more classes of
Certificates of the related series in the
form of subordination of one or more other
classes of Certificates of such series,
which other classes may include one or more
classes of Offered Certificates, or by one
or more other types of credit support, such
as a letter of credit, insurance policy,
guarantee, reserve fund or another type of
credit support, or a combination thereof
(any such coverage with respect to the
Certificates of any series, "Credit
Support"). If so provided in the related
Prospectus Supplement, a Trust Fund may
include: (i) guaranteed investment contracts
pursuant to which moneys held in the funds
and accounts established for the related
series will be invested at a specified rate;
or (ii) certain other agreements, such as
interest rate exchange agreements, interest
rate cap or floor agreements, or other
agreements designed to reduce the effects of
interest rate fluctuations on the Mortgage
Assets or on one or more classes of
Certificates (any such agreement, in the
case of clause (i) or (ii), a "Cash Flow
Agreement"). Certain relevant information
regarding any applicable Credit Support or
Cash Flow Agreement will be set forth in the
Prospectus Supplement for a series of
Offered Certificates. See "Risk
Factors--Credit Support Limitations",
"Description of the Trust Funds--Credit
Support" and "--Cash Flow Agreements" and
"Description of Credit Support".
ADVANCES ...................... If and to the extent provided in the related
Prospectus Supplement, if a Trust Fund
includes Mortgage Loans, the Master
Servicer, a Special Servicer, the Trustee,
any provider of Credit Support and/or any
other specified person may be obligated to
make, or have the option of making, certain
advances with respect to delinquent
scheduled payments of principal and/or
interest on such Mortgage Loans. Any such
advances made with respect to a particular
Mortgage Loan will be reimbursable from
subsequent recoveries in respect of such
Mortgage Loan and otherwise to the extent
described herein and in the related
Prospectus Supplement. See "Description of
the Certificates-Advances in respect of
Delinquencies". If and to the extent
provided in the Prospectus Supplement for a
series of Certificates, any entity making
such advances may be entitled to receive
interest thereon for a specified period
during which certain or all of such advances
are outstanding, payable from amounts in the
related Trust Fund. See "Description of the
Certificates-Advances in Respect of
Delinquencies". If a Trust Fund includes
MBS, any comparable advancing obligation of
a party to the related Pooling and Servicing
Agreement, or of a party to the related MBS
Agreement, will be described in the related
Prospectus Supplement.
9
<PAGE>
OPTIONAL TERMINATION .......... The Master Servicer, the Depositor or, if
specified in the related Prospectus
Supplement, the holder of the residual
interest in a REMIC may at its option either
(i) effect early retirement of a series of
Certificates through the purchase of the
assets in the related Trust Fund or (ii)
purchase, in whole but not in part, the
Certificates specified in the related
Prospectus Supplement; in each case under
the circumstances and in the manner set
forth herein under "Description of the
Certificates--Termination; Retirement of
Certificates" and in the related Prospectus
Supplement.
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES ................. The Certificates of each series will
constitute "regular interests" ("REMIC
Regular Certificates") and "residual
interests" ("REMIC Residual Certificates")
in a Trust Fund, or a designated portion
thereof, treated as a REMIC under Sections
860A through 860G of the Internal Revenue
Code of 1986 (the "Code").
Investors are advised to consult their tax
advisors and to review "Certain Federal
Income Tax Consequences" herein and in the
related Prospectus Supplement.
ERISA CONSIDERATIONS .......... Fiduciaries of employee benefit plans and
certain other retirement plans and
arrangements, including individual
retirement accounts, annuities, Keogh plans,
and collective investment funds and separate
accounts (and, as applicable, insurance
company general accounts) in which such
plans, accounts, annuities or arrangements
are invested, that are subject to the
Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975
of the Code, should review with their legal
advisors whether the purchase or holding of
Offered Certificates could give rise to a
transaction that is prohibited or is not
otherwise permissible either under ERISA or
Section 4975 of the Code. See "ERISA
Considerations" herein and in the related
Prospectus Supplement.
LEGAL INVESTMENT .............. The Offered Certificates will constitute
"Mortgage Related Securities" for purposes
of the Secondary Mortgage Market Enhancement
Act of 1984, as amended ("SMMEA"), only if
so specified in the related Prospectus
Supplement. Investors whose investment
authority is subject to legal restrictions
should consult their legal advisors to
determine whether and to what extent the
Offered Certificates constitute legal
investments for them. See "Legal Investment"
herein and in the related Prospectus
Supplement.
RATING ........................ At their respective dates of issuance, each
class of Offered Certificates will be rated
not lower than investment grade by one or
more nationally recognized statistical
rating agencies (each, a "Rating Agency").
See "Rating" herein and in the related
Prospectus Supplement.
10
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RISK FACTORS
In considering an investment in the Offered Certificates of any series,
investors should consider, among other things, the following risk factors and
any other factors set forth under the heading "Risk Factors" in the related
Prospectus Supplement. In general, to the extent that the factors discussed
below pertain to or are influenced by the characteristics or behavior of
Mortgage Loans included in a particular Trust Fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the
mortgage loans underlying any MBS included in such Trust Fund.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Offered
Certificates of any series will develop or, if it does develop, that it will
provide holders with liquidity of investment or that it will continue for as
long as such Certificates remain outstanding. The Prospectus Supplement for
any series of Offered Certificates may indicate that an underwriter specified
therein intends to establish a secondary market in such Offered Certificates;
however, no underwriter will be obligated to do so. The Certificates will not
be listed on any securities exchange.
LIMITED OBLIGATIONS
The Certificates will not represent an interest in or obligation of the
Depositor, the Master Servicer, GMACCM or any of their affiliates. The only
obligations of the foregoing entities with respect to the Certificates or the
Mortgage Assets will be the obligations (if any) of the Depositor and the
Master Servicer pursuant to certain limited representations and warranties
made with respect to the Mortgage Assets, the Master Servicer's servicing
obligations under the related Pooling and Servicing Agreement (including its
limited obligation to make certain advances in the event of delinquencies on
the Mortgage Loans, but only to the extent deemed recoverable) and pursuant
to the terms of any MBS, and such other limited obligations of the Master
Servicer and the Depositor as may be described in the related Prospectus
Supplement. Neither the Certificates nor the underlying Mortgage Assets will
be guaranteed or insured by the Depositor, the Master Servicer, GMACCM or any
of their affiliates or, unless otherwise specified in the related Prospectus
Supplement, by any governmental agency or instrumentality. Proceeds of the
Trust Assets included in the related Trust Fund for each series of
Certificates (including the Mortgage Assets, any fund or instrument
constituting Credit Support and any Cash Flow Agreements) will be the sole
source of payments on the Certificates, and there will be no recourse to the
Depositor, the Master Servicer, GMACCM or any other entity in the event that
such proceeds are insufficient or otherwise unavailable to make all payments
provided for under the Certificates.
CREDIT SUPPORT LIMITATIONS
The Prospectus Supplement for a series of Certificates will describe any
Credit Support provided with respect thereto. Use of Credit Support will be
subject to the conditions and limitations described herein and in the related
Prospectus Supplement. Moreover, such Credit Support may not cover all
potential losses; for example, Credit Support may or may not cover loss by
reason of fraud or negligence by a mortgage loan originator or other parties.
A series of Certificates may include one or more classes of Subordinate
Certificates (which may include Offered Certificates), if so provided in the
related Prospectus Supplement. Although subordination is intended to reduce
the likelihood of temporary shortfalls and ultimate losses to holders of
Senior Certificates, the amount of subordination will be limited and may
decline under certain circumstances. In addition, if principal payments on
one or more classes of Offered Certificates of a series are made in a
specified order of priority, any related Credit Support may be exhausted
before the principal of the later paid classes of Offered Certificates of
such series has been repaid in full. As a result, the impact of losses and
shortfalls experienced with respect to the Mortgage Assets may fall primarily
upon those classes of Offered Certificates having a later right of payment.
Moreover, if a form of Credit Support covers the Offered Certificates of more
than one series and losses on the related Mortgage Assets exceed the amount
of such Credit Support, it is possible that the holders of Offered
Certificates of one (or more) such series will be disproportionately
benefited by such Credit Support to the detriment of the holders of Offered
Certificates of one (or more) other such series.
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The amount of any applicable Credit Support supporting one or more classes
of Offered Certificates, including the subordination of one or more classes
of Certificates, will be determined on the basis of criteria established by
each Rating Agency rating such classes of Certificates based on an assumed
level of defaults, delinquencies and losses on the underlying Mortgage Assets
and certain other factors. There can, however, be no assurance that the loss
experience on the related Mortgage Assets will not exceed such assumed
levels. See "Description of the Certificates--Allocation of Losses and
Shortfalls" and "Description of Credit Support".
YIELD AND PREPAYMENT CONSIDERATIONS
The yield to maturity of the Offered Certificates of each series will
depend on the rate and timing of principal payments (including prepayments,
liquidations due to defaults, and repurchases for breaches of representations
and warranties or document defects) on the Mortgage Loans and the price paid
by Certificateholders. Such yield may be adversely affected by a higher or
lower than anticipated rate of prepayments on the related Mortgage Loans. The
yield to maturity on Stripped Interest Certificates and Stripped Principal
Certificates will be extremely sensitive to the rate of prepayments on the
related Mortgage Loans. In addition, the yield to maturity on certain other
types of classes of Certificates, including Accrual Certificates,
Certificates with a Pass-Through Rate which fluctuates inversely with an
index or certain other classes in a series including more than one class of
Certificates, may be relatively more sensitive to the rate of prepayment on
the related Mortgage Loans than other classes of Certificates. The rate of
principal payments on pools of mortgage loans varies among pools and from
time to time is influenced by a variety of economic, demographic, geographic,
social, tax, legal and other factors, including prevailing mortgage market
interest rates and the particular terms of the Mortgage Loans (e.g.,
provisions that prohibit voluntary prepayments during specified periods or
impose penalties in connection therewith). There can be no assurance as to
the actual rate of prepayment on the Mortgage Loans in any Trust Fund or that
such rate of prepayment will conform to any model described herein or in any
Prospectus Supplement. See "Yield and Maturity Considerations" herein.
INVESTMENT IN COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS
A description of certain material considerations associated with
investments in mortgage loans is included herein under "Certain Legal Aspects
of Mortgage Loans". Mortgage loans made on the security of multifamily or
commercial property may have a greater likelihood of delinquency and
foreclosure, and a greater likelihood of loss in the event thereof, than
loans made on the security of an owner-occupied single-family property. See
"Description of the Trust Funds--Mortgage Loans--Default and Loss
Considerations with Respect to the Mortgage Loans". The ability of a borrower
to repay a loan secured by an income-producing property typically is
dependent primarily upon the successful operation of such property rather
than upon the existence of independent income or assets of the borrower;
thus, the value of an income-producing property is directly related to the
net operating income derived from such property. If the net operating income
of the property is reduced (for example, if rental or occupancy rates decline
or real estate tax rates or other operating expenses increase), the
borrower's ability to repay the loan may be impaired. A number of the
Mortgage Loans may be secured by liens on owner-occupied Mortgaged Properties
or on Mortgaged Properties leased to a single tenant or a small number of
significant tenants. Accordingly, a decline in the financial condition of the
borrower or a significant tenant, as applicable, may have a
disproportionately greater effect on the net operating income from such
Mortgaged Properties than would be the case with respect to Mortgaged
Properties with multiple tenants. Furthermore, the value of any Mortgaged
Property may be adversely affected by factors generally incident to interests
in real property, including changes in general or local economic conditions
and/or specific industry segments; declines in real estate values; declines
in rental or occupancy rates; increases in interest rates, real estate tax
rates and other operating expenses; changes in governmental rules,
regulations and fiscal policies, including environmental legislation; natural
disasters and civil disturbances such as earthquakes, hurricanes, floods,
eruptions or riots; and other circumstances, conditions or events beyond the
control of a Master Servicer.
Additional considerations may be presented by the type and use of a
particular Mortgaged Property. For instance, Mortgaged Properties that
operate as hospitals and nursing homes are subject to
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significant governmental regulation of the ownership, operation, maintenance
and financing of health care institutions. Hotel and motel properties are
often operated pursuant to franchise, management or operating agreements that
may be terminable by the franchisor or operator, and the transferability of a
hotel's operating, liquor and other licenses upon a transfer of the hotel,
whether through purchase or foreclosure, is subject to local law
requirements.
It is anticipated that some or all of the Mortgage Loans included in any
Trust Fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable. As to any such Mortgage Loan, recourse in the
event of borrower default will be limited to the specific real property and
other assets, if any, that were pledged to secure the Mortgage Loan. However,
even with respect to those Mortgage Loans that provide for recourse against
the borrower and its assets generally, there can be no assurance that
enforcement of such recourse provisions will be practicable, or that the
assets of the borrower will be sufficient to permit a recovery in respect of
a defaulted Mortgage Loan in excess of the liquidation value of the related
Mortgaged Property. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure--Anti-Deficiency Legislation".
Further, the concentration of default, foreclosure and loss risks in
individual Mortgage Loans in a particular Trust Fund will generally be
greater than for pools of single-family loans because Mortgage Loans in a
Trust Fund will generally consist of a smaller number of higher balance loans
than would a pool of single-family loans of comparable aggregate unpaid
principal balance.
BALLOON PAYMENTS; BORROWER DEFAULT
Certain of the Mortgage Loans included in a Trust Fund may be
non-amortizing or only partially amortizing over their terms to maturity and,
thus, will require substantial payments of principal and interest (that is,
balloon payments) at their stated maturity. Mortgage Loans of this type
involve a greater likelihood of default than self-amortizing loans because
the ability of a borrower to make a balloon payment typically will depend
upon its ability either to refinance the loan or to sell the related
Mortgaged Property. The ability of a borrower to accomplish either of these
goals will be affected by a number of factors, including the value of the
related Mortgaged Property, the level of available mortgage rates at the time
of sale or refinancing, the borrower's equity in the related Mortgaged
Property, the financial condition and operating history of the borrower and
the related Mortgaged Property, tax laws, rent control laws (with respect to
certain residential properties), Medicaid and Medicare reimbursement rates
(with respect to hospitals and nursing homes), prevailing general economic
conditions and the availability of credit for loans secured by multifamily or
commercial, as the case may be, real properties generally. Neither the
Depositor nor any of its affiliates will be required to refinance any
Mortgage Loan.
If and to the extent described herein and in the related Prospectus
Supplement, in order to maximize recoveries on defaulted Mortgage Loans, the
Master Servicer or a Special Servicer will be permitted (within prescribed
limits) to extend and modify Mortgage Loans that are in default or as to
which a payment default is imminent. See "The Pooling and Servicing
Agreements--Realization upon Defaulted Mortgage Loans". While a Master
Servicer or a Special Servicer generally will be required to determine that
any such extension or modification is reasonably likely to produce a greater
recovery than liquidation, taking into account the time value of money, there
can be no assurance that any such extension or modification will in fact
increase the present value of receipts from or proceeds of the affected
Mortgage Loans.
LEASES AND RENTS
Each Mortgage Loan included in any Trust Fund secured by Mortgaged
Property that is subject to leases typically will be secured by an assignment
of leases and rents pursuant to which the borrower assigns to the lender its
right, title and interest as landlord under the leases of the related
Mortgaged Property, and the income derived therefrom, as further security for
the related Mortgage Loan, while retaining a license to collect rents for so
long as there is no default. If the borrower defaults, the license terminates
and the lender is entitled to collect rents. Some state laws may require that
the lender take possession of the Mortgaged Property and obtain a judicial
appointment of a receiver before becoming
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entitled to collect the rents. In addition, if bankruptcy or similar
proceedings are commenced by or in respect of the borrower, the lender's
ability to collect the rents may be adversely affected. See "Certain Legal
Aspects of Mortgage Loans--Leases and Rents".
ENVIRONMENTAL CONSIDERATIONS
Under the laws of certain states, contamination of real property may give
rise to a lien on the property to assure the costs of cleanup. In several
states, such a lien has priority over an existing mortgage lien on such
property. In addition, under the laws of some states and under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, a lender may be liable, as an "owner" or "operator", for costs of
addressing releases or threatened releases of hazardous substances at a
property, if agents or employees of the lender have become sufficiently
involved in the operations of the borrower, regardless of whether the
environmental damage or threat was caused by the borrower or a prior owner. A
lender also risks such liability on foreclosure of the mortgage.
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each Trust Fund will consist of Mortgage Loans (see
"--Mortgage Loans" below), MBS (see "--MBS" below) or a combination of
Mortgage Loans and MBS. Each Trust Fund will be established by the Depositor.
Each Mortgage Asset will be selected by the Depositor for inclusion in a
Trust Fund from among those purchased, either directly or indirectly, from a
prior holder thereof (a "Mortgage Asset Seller"), which prior holder may or
may not be the originator of such Mortgage Loan or the issuer of such MBS and
may be GMACCM or another affiliate of the Depositor. The Mortgage Assets will
not be guaranteed or insured by the Depositor, GMACCM or any of their
affiliates or, unless otherwise provided in the related Prospectus
Supplement, by any governmental agency or instrumentality or by any other
person. The discussion below under the heading "--Mortgage Loans", unless
otherwise noted, applies equally to mortgage loans underlying any MBS
included in a particular Trust Fund.
MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create first or junior liens on fee or
leasehold estates in properties (the "Mortgaged Properties") consisting of
(i) residential properties consisting of five or more rental or
cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment
buildings or other residential structures ("Multifamily Properties") or (ii)
office buildings, retail stores and establishments, hotels or motels, nursing
homes, hospitals or other health care-related facilities, mobile home parks,
warehouse facilities, mini-warehouse facilities, self-storage facilities,
industrial plants, parking lots, mixed use or various other types of
income-producing properties or unimproved land ("Commercial Properties"). The
Multifamily Properties may include mixed commercial and residential
structures and apartment buildings owned by private cooperative housing
corporations ("Cooperatives"). Unless otherwise specified in the related
Prospectus Supplement, each Mortgage will create a first priority mortgage
lien on a borrower's fee estate in a Mortgaged Property. If a Mortgage
creates a lien on a borrower's leasehold estate in a property, then, unless
otherwise specified in the related Prospectus Supplement, the term of any
such leasehold will exceed the term of the Mortgage Note by at least ten
years. Unless otherwise specified in the related Prospectus Supplement, each
Mortgage Loan will have been originated by a person (the "Originator") other
than the Depositor; however, the Originator may be GMACCM or, alternatively,
may be or may have been another affiliate of the Depositor.
If so provided in the related Prospectus Supplement, Mortgage Assets for a
series of Certificates may include Mortgage Loans secured by junior liens,
and the loans secured by the related senior liens ("Senior Liens") may not be
included in the Mortgage Pool. The primary risk to holders of Mortgage Loans
secured by junior liens is the possibility that adequate funds will not be
received in connection with
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a foreclosure of the related Senior Liens to satisfy fully both the Senior
Liens and the Mortgage Loan. In the event that a holder of a Senior Lien
forecloses on a Mortgaged Property, the proceeds of the foreclosure or
similar sale will be applied first to the payment of court costs and fees in
connection with the foreclosure, second to real estate taxes, third in
satisfaction of all principal, interest, prepayment or acceleration
penalties, if any, and any other sums due and owing to the holder of the
Senior Liens. The claims of the holders of the Senior Liens will be satisfied
in full out of proceeds of the liquidation of the related Mortgage Property,
if such proceeds are sufficient, before the Trust Fund as holder of the
junior lien receives any payments in respect of the Mortgage Loan. If the
Master Servicer were to foreclose on any Mortgage Loan, it would do so
subject to any related Senior Liens. In order for the debt related to such
Mortgage Loan to be paid in full at such sale, a bidder at the foreclosure
sale of such Mortgage Loan would have to bid an amount sufficient to pay off
all sums due under the Mortgage Loan and any Senior Liens or purchase the
Mortgaged Property subject to such Senior Liens. In the event that such
proceeds from a foreclosure or similar sale of the related Mortgaged Property
are insufficient to satisfy all Senior Liens and the Mortgage Loan in the
aggregate, the Trust Fund, as the holder of the junior lien, and,
accordingly, holders of one or more classes of the Certificates of the
related series bear (i) the risk of delay in distributions while a deficiency
judgment against the borrower is obtained and (ii) the risk of loss if the
deficiency judgment is not realized upon. Moreover, deficiency judgments may
not be available in certain jurisdictions or the Mortgage Loan may be
nonrecourse.
If so specified in the related Prospectus Supplement, Mortgage Assets for
a series of Certificates may include Mortgage Loans made on the security of
real estate projects under construction. In that case, the related Prospectus
Supplement will describe the procedures and timing for making disbursements
from construction reserve funds as portions of the related real estate
project are completed. In addition, the Mortgage Assets for a particular
series of Certificates may include Mortgage Loans that are delinquent or
non-performing as of the date such Certificates are issued. In that case, the
related Prospectus Supplement will set forth, as to each such Mortgage Loan,
available information as to the period of such delinquency or
non-performance, any forbearance arrangement then in effect, the condition of
the related Mortgaged Property and the ability of the Mortgaged Property to
generate income to service the mortgage debt.
Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing property is typically dependent upon the successful
operation of such property (that is, its ability to generate income).
Moreover, some or all of the Mortgage Loans included in a particular Trust
Fund may be non-recourse loans, which means that, absent special facts,
recourse in the case of default will be limited to the Mortgaged Property and
such other assets, if any, that were pledged to secure repayment of the
Mortgage Loan.
Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
likelihood of default on such a loan. Unless otherwise defined in the related
Prospectus Supplement, the "Debt Service Coverage Ratio," "Underwritten Debt
Service Coverage Ratio" or "Underwritten DSCR" means, with respect to any
Mortgage Loan, or with respect to a Mortgage Loan evidenced by one Mortgage
Note, but secured by multiple Mortgaged Properties, (a) the Underwritten Cash
flow for the Mortgaged Property, divided by (b) the Annual Debt Service for
such Mortgage Loan. "Underwritten Cash Flow" with respect to any Mortgaged
Property, means an estimate of cash flow available for debt service in a
typical year of stable, normal operations. In general, it is the estimated
revenue derived from the use and operation of such Mortgaged Property less
the sum of (a) estimated operating expenses (such as utilities,
administrative expenses, repairs and maintenance, management and franchise
fees and advertising), (b) fixed expenses (such as insurance, real estate
taxes and, if applicable, ground lease payments) and (c) capital expenditures
and reserves for capital expenditures, including tenant improvement costs and
leasing commissions. Underwritten Cash Flow generally does not reflect
interest expense and non-cash items such as depreciation and amortization.
"Annual Debt Service" means for any Mortgage Loan 12 times the monthly
payment in effect as of the Cut-off Date or, for any Mortgage Loans that pay
interest only for a period of time,
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12 times the monthly payment in effect at the end of such period. The
Underwritten Cash Flow of a Mortgaged Property will generally fluctuate over
time and may or may not be sufficient to cover debt service on the related
Mortgage Loan at any given time. As the primary source of the operating
revenues of a non-owner occupied, income-producing property, rental income
(and, with respect to a Mortgage Loan secured by a Cooperative apartment
building, maintenance payments from tenant-stockholders of a Cooperative) may
be affected by the condition of the applicable real estate market and/or area
economy. In addition, properties typically leased, occupied or used on a
short-term basis, such as certain health care-related facilities, hotels and
motels, and mini-warehouse and self-storage facilities, tend to be affected
more rapidly by changes in market or business conditions than do properties
typically leased for longer periods, such as warehouses, retail stores,
office buildings and industrial plants. Commercial Properties may be
owner-occupied or leased to a small number of tenants. Thus, the Underwritten
Cash Flow of such a Mortgaged Property may depend substantially on the
financial condition of the borrower or a tenant, and Mortgage Loans secured
by liens on such properties may pose a greater likelihood of default and loss
than loans secured by liens on Multifamily Properties or on multi-tenant
Commercial Properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the likelihood of default on a Mortgage
Loan. As may be further described in the related Prospectus Supplement, in
some cases leases of Mortgaged Properties may provide that the lessee, rather
than the borrower/landlord, is responsible for payment of operating expenses
("Net Leases"). However, the existence of such "net of expense" provisions
will result in stable Underwritten Cash Flow to the borrower/landlord only to
the extent that the lessee is able to absorb operating expense increases
while continuing to make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating the likelihood of loss if a property must be liquidated
following a default. Unless otherwise defined in the related Prospectus
Supplement, the "Loan-to-Value Ratio" of a Mortgage Loan at any given time is
the ratio (expressed as a percentage) of (i) the then outstanding principal
balance of the Mortgage Loan and any other loans senior thereto that are
secured by the related Mortgaged Property to (ii) the Value of the related
Mortgaged Property. Unless otherwise specified in the related Prospectus
Supplement, the "Value" of a Mortgaged Property will be its fair market value
determined in an appraisal obtained by the Originator at the origination of
such loan. The lower the Loan-to-Value Ratio, the greater the percentage of
the borrower's equity in a Mortgaged Property, and thus (a) the greater the
incentive of the borrower to perform under the terms of the related Mortgage
Loan (in order to protect such equity) and (b) the greater the cushion
provided to the lender against loss on liquidation following a default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the likelihood of liquidation loss in a pool of Mortgage Loans. For
example, the value of a Mortgaged Property as of the date of initial issuance
of the related series of Certificates may be less than the Value determined
at loan origination, and will likely continue to fluctuate from time to time
based upon certain factors including changes in economic conditions and the
real estate market. Moreover, even when current, an appraisal is not
necessarily a reliable estimate of value. Appraised values of
income-producing properties are generally based on the market comparison
method (recent resale value of comparable properties at the date of the
appraisal), the cost replacement method (the cost of replacing the property
at such date), the income capitalization method (a projection of value based
upon the property's projected net cash flow), or upon a selection from or
interpolation of the values derived from such methods. Each of these
appraisal methods can present analytical difficulties. It is often difficult
to find truly comparable properties that have recently been sold; the
replacement cost of a property may have little to do with its current market
value; and income capitalization is inherently based on inexact projections
of income and expense and the selection of an appropriate capitalization rate
and discount rate. Where more than one of these appraisal methods are used
and provide significantly different results, an accurate determination of
value and, correspondingly, a reliable analysis of the likelihood of default
and loss, is even more difficult.
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Although there may be multiple methods for determining the value of a
Mortgaged Property, value will in all cases be affected by property
performance. As a result, if a Mortgage Loan defaults because the income
generated by the related Mortgaged Property is insufficient to cover
operating costs and expenses and pay debt service, then the value of the
Mortgaged Property will reflect such and a liquidation loss may occur.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish loans secured by liens on
income-producing real estate from single-family mortgage loans, there can be
no assurance that all of such factors will in fact have been prudently
considered by the Originators of the Mortgage Loans, or that, for a
particular Mortgage Loan, they are complete or relevant. See "Risk
Factors--Investment in Commercial and Multifamily Mortgage Loans" and
"--Balloon Payments; Borrower Default".
Payment Provisions of the Mortgage Loans. Unless otherwise specified in
the related Prospectus Supplement, all of the Mortgage Loans will (i) have
had original terms to maturity of not more than 40 years and (ii) provide for
scheduled payments of principal, interest or both, to be made on specified
dates ("Due Dates") that occur monthly, quarterly, semi-annually or annually.
A Mortgage Loan (i) may provide for no accrual of interest or for accrual of
interest thereon at a Mortgage Rate that is fixed over its term or that
adjusts from time to time, or that may be converted at the borrower's
election from an adjustable to a fixed Mortgage Rate, or from a fixed to an
adjustable Mortgage Rate, (ii) may provide for level payments to maturity or
for payments that adjust from time to time to accommodate changes in the
Mortgage Rate or to reflect the occurrence of certain events, and may permit
negative amortization, (iii) may be fully amortizing or may be partially
amortizing or non-amortizing, with a balloon payment due on its stated
maturity date, and (iv) may prohibit over its term or for a certain period
prepayments (the period of such prohibition, a "Lock-Out Period" and its date
of expiration, a "Lock-Out Date") and/or require payment of a premium or a
yield maintenance penalty (a "Prepayment Premium") in connection with certain
prepayments, in each case as described in the related Prospectus Supplement.
A Mortgage Loan may also contain a provision that entitles the lender to a
share of appreciation of the related Mortgaged Property, or profits realized
from the operation or disposition of such Mortgaged Property or the benefit,
if any, resulting from the refinancing of the Mortgage Loan (any such
provision, an "Equity Participation"), as described in the related Prospectus
Supplement.
Mortgage Loan Information in Prospectus Supplements. Each Prospectus
Supplement will contain certain information pertaining to the Mortgage Loans
in the related Trust Fund, which, to the extent then applicable and
specifically known to the Depositor, will generally include the following:
(i) the aggregate outstanding principal balance and the largest, smallest and
average outstanding principal balance of the Mortgage Loans, (ii) the type or
types of property that provide security for repayment of the Mortgage Loans,
(iii) the earliest and latest origination date and maturity date of the
Mortgage Loans, (iv) the original and remaining terms to maturity of the
Mortgage Loans, or the respective ranges thereof, and the weighted average
original and remaining terms to maturity of the Mortgage Loans, (v) the
Loan-to-Value Ratios of the Mortgage Loans (either at origination or as of a
more recent date), or the range thereof, and the weighted average of such
Loan-to-Value Ratios, (vi) the Mortgage Rates borne by the Mortgage Loans, or
range thereof, and the weighted average Mortgage Rate borne by the Mortgage
Loans, (vii) with respect to Mortgage Loans with adjustable Mortgage Rates
("ARM Loans"), the index or indices upon which such adjustments are based,
the adjustment dates, the range of gross margins and the weighted average
gross margin, and any limits on Mortgage Rate adjustments at the time of any
adjustment and over the life of the ARM Loan, (viii) information regarding
the payment characteristics of the Mortgage Loans, including, without
limitation, balloon payment and other amortization provisions, Lock-out
Periods and Prepayment Premiums, (ix) the Debt Service Coverage Ratios of the
Mortgage Loans (either at origination or as of a more recent date), or the
range thereof, and the weighted average of such Debt Service Coverage Ratios,
and (x) the geographic distribution of the Mortgaged Properties on a
state-by-state basis. In appropriate cases, the related Prospectus Supplement
will also contain certain information available to the Depositor that
pertains to the provisions of leases and the nature of tenants of the
Mortgaged Properties. If the Depositor is unable to provide the specific
information described above at the time Offered Certificates of a series are
initially offered, more general information
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of the nature described above will be provided in the related Prospectus
Supplement, and specific information will be set forth in a report which will
be available to purchasers of those Certificates at or before the initial
issuance thereof and will be filed as part of a Current Report on Form 8-K
with the Commission within fifteen days following such issuance.
MBS
MBS may include (i) private-label (that is, not guaranteed or insured by
the United States or any agency or instrumentality thereof) mortgage
participations, mortgage pass-through certificates or other mortgage-backed
securities or (ii) certificates insured or guaranteed by the Federal Home
Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage
Association ("FNMA"), the Governmental National Mortgage Association or the
Federal Agricultural Mortgage Corporation ("FAMC"), provided that, unless
otherwise specified in the related Prospectus Supplement, each MBS will
evidence an interest in, or will be secured by a pledge of, mortgage loans
that conform to the descriptions of the Mortgage Loans contained herein.
Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar
agreement (an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer")
and/or the servicer of the underlying mortgage loans (the "MBS Servicer")
will have entered into the MBS Agreement, generally with a trustee (the "MBS
Trustee") or, in the alternative, with the original purchaser or purchasers
of the MBS.
The MBS may have been issued in one or more classes with characteristics
similar to the classes of Certificates described herein. Distributions in
respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the
MBS Trustee on the dates specified in the related Prospectus Supplement. The
MBS Issuer or the MBS Servicer or another person specified in the related
Prospectus Supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related Prospectus Supplement.
Reserve funds, subordination or other credit support similar to that
described for the Certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount
of such credit support, if any, will be a function of the characteristics of
the underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any Rating Agency that may
have assigned a rating to the MBS, or by the initial purchasers of the MBS.
The Prospectus Supplement for a series of Certificates that evidence
interests in MBS will specify, to the extent available, (i) the aggregate
approximate initial and outstanding principal amount and type of the MBS to
be included in the Trust Fund, (ii) the original and remaining term to stated
maturity of the MBS, if applicable, (iii) the pass-through or bond rate of
the MBS or the formula for determining such rates, (iv) the payment
characteristics of the MBS, (v) the MBS Issuer, MBS Servicer and MBS Trustee,
as applicable, (vi) a description of the credit support, if any, (vii) the
circumstances under which the related underlying mortgage loans, or the MBS
themselves, may be purchased prior to their maturity, (viii) the terms on
which mortgage loans may be substituted for those originally underlying the
MBS, (ix) the type of mortgage loans underlying the MBS and, to the extent
available to the Depositor and appropriate under the circumstances, such
other information in respect of the underlying mortgage loans described under
"--Mortgage Loans--Mortgage Loan Information in Prospectus Supplements", and
(x) the characteristics of any cash flow agreements that relate to the MBS.
CERTIFICATE ACCOUNTS
Each Trust Fund will include one or more accounts (collectively, the
"Certificate Account") established and maintained on behalf of the
Certificateholders into which all payments and collections received or
advanced with respect to the Mortgage Assets and other assets in the Trust
Fund will be deposited to the extent described herein and in the related
Prospectus Supplement. See "The Pooling and Servicing Agreements--Certificate
Account".
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CREDIT SUPPORT
If so provided in the Prospectus Supplement for a series of Certificates,
partial or full protection against certain defaults and losses on the
Mortgage Assets in the related Trust Fund may be provided to one or more
classes of Certificates of such series in the form of subordination of one or
more other classes of Certificates of such series or by one or more other
types of credit support, such as a letter of credit, insurance policy,
guarantee or reserve fund, among others, or a combination thereof. The amount
and types of Credit Support, the identification of the entity providing it
(if applicable) and related information with respect to each type of Credit
Support, if any, will be set forth in the Prospectus Supplement for a series
of Certificates. See "Risk Factors--Credit Support Limitations" and
"Description of Credit Support".
CASH FLOW AGREEMENTS
If so provided in the Prospectus Supplement for a series of Certificates,
the related Trust Fund may include guaranteed investment contracts pursuant
to which moneys held in the funds and accounts established for such series
will be invested at a specified rate. The Trust Fund may also include certain
other agreements, such as interest rate exchange agreements, interest rate
cap or floor agreements, or other agreements designed to reduce the effects
of interest rate fluctuations on the Mortgage Assets on one or more classes
of Certificates. The principal terms of any such Cash Flow Agreement,
including, without limitation, provisions relating to the timing, manner and
amount of payments thereunder and provisions relating to the termination
thereof, will be described in the related Prospectus Supplement. The related
Prospectus Supplement will also identify the obligor under the Cash Flow
Agreement.
YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate and the amount
and timing of distributions on the Certificate. See "Risk Factors--Yield and
Prepayment Considerations". The following discussion contemplates a Trust
Fund that consists solely of Mortgage Loans. While the characteristics and
behavior of mortgage loans underlying an MBS can generally be expected to
have the same effect on the yield to maturity and/or weighted average life of
a class of Certificates as will the characteristics and behavior of
comparable Mortgage Loans, the effect may differ due to the payment
characteristics of the MBS. If a Trust Fund includes MBS, the related
Prospectus Supplement will discuss the effect, if any, that the payment
characteristics of the MBS may have on the yield to maturity and weighted
average lives of the Offered Certificates of the related series.
PASS-THROUGH RATE
The Certificates of any class within a series may have a fixed, variable
or adjustable Pass-Through Rate, which may or may not be based upon the
interest rates borne by the Mortgage Loans in the related Trust Fund. The
Prospectus Supplement with respect to any series of Certificates will specify
the Pass-Through Rate for each class of Offered Certificates of such series
or, in the case of a class of Offered Certificates with a variable or
adjustable Pass-Through Rate, the method of determining the Pass-Through
Rate; the effect, if any, of the prepayment of any Mortgage Loan on the
Pass-Through Rate of one or more classes of Offered Certificates; and whether
the distributions of interest on the Offered Certificates of any class will
be dependent, in whole or in part, on the performance of any obligor under a
Cash Flow Agreement.
PAYMENT DELAYS
With respect to any series of Certificates, a period of time will elapse
between the date upon which payments on the Mortgage Loans in the related
Trust Fund are due and the Distribution Date on which such payments are
passed through to Certificateholders. That delay will effectively reduce the
yield that would otherwise be produced if payments on such Mortgage Loans
were distributed to Certificateholders on the date they were due.
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CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a Mortgage Loan,
the borrower is generally charged interest on the amount of such prepayment
only through the date of such prepayment, instead of through the Due Date for
the next succeeding scheduled payment. However, interest accrued on any
series of Certificates and distributable thereon on any Distribution Date
will generally correspond to interest accrued on the Mortgage Loans to their
respective Due Dates during the related Due Period. Unless otherwise
specified in the Prospectus Supplement for a series of Certificates, a "Due
Period" will be a specified time period (generally running from the second
day of one month to the first day of the next month, inclusive) and all
scheduled payments on the Mortgage Loans in the related Trust Fund that are
due during a given Due Period will, to the extent received by a specified
date (the "Determination Date") or otherwise advanced by the related Master
Servicer or other specified person, be distributed to the holders of the
Certificates of such series on the next succeeding Distribution Date.
Consequently, if a prepayment on any Mortgage Loan is distributable to
Certificateholders on a particular Distribution Date, but such prepayment is
not accompanied by interest thereon to the Due Date for such Mortgage Loan in
the related Due Period, then the interest charged to the borrower (net of
servicing and administrative fees) may be less (such shortfall, a "Prepayment
Interest Shortfall") than the corresponding amount of interest accrued and
otherwise payable on the Certificates of the related series. If and to the
extent that any such shortfall is allocated to a class of Offered
Certificates, the yield thereon will be adversely affected. The Prospectus
Supplement for each series of Certificates will describe the manner in which
any such shortfalls will be allocated among the classes of such Certificates.
The related Prospectus Supplement will also describe any amounts available to
offset such shortfalls.
YIELD AND PREPAYMENT CONSIDERATIONS
A Certificate's yield to maturity will be affected by the rate of
principal payments on the Mortgage Loans in the related Trust Fund and the
allocation thereof to reduce the principal balance (or notional amount, if
applicable) of such Certificate. The rate of principal payments on the
Mortgage Loans in any Trust Fund will in turn be affected by the amortization
schedules thereof (which, in the case of ARM Loans, may change periodically
to accommodate adjustments to the Mortgage Rates thereon), the dates on which
any balloon payments are due, and the rate of principal prepayments thereon
(including for this purpose, voluntary prepayments by borrowers and also
prepayments resulting from liquidations of Mortgage Loans due to defaults,
casualties or condemnations affecting the Mortgaged Properties, or purchases
of Mortgage Loans out of the related Trust Fund). Because the rate of
principal prepayments on the Mortgage Loans in any Trust Fund will depend on
future events and a variety of factors (as described below), no assurance can
be given as to such rate.
The extent to which the yield to maturity of a class of Offered
Certificates of any series may vary from the anticipated yield will depend
upon the degree to which they are purchased at a discount or premium and
when, and to what degree, payments of principal on the Mortgage Loans in the
related Trust Fund are in turn distributed on such Certificates (or, in the
case of a class of Stripped Interest Certificates, result in the reduction of
the Notional Amount thereof). An investor should consider, in the case of any
Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans in the related
Trust Fund could result in an actual yield to such investor that is lower
than the anticipated yield and, in the case of any Offered Certificate
purchased at a premium, the risk that a faster than anticipated rate of
principal payments on such Mortgage Loans could result in an actual yield to
such investor that is lower than the anticipated yield. In addition, if an
investor purchases an Offered Certificate at a discount (or premium), and
principal payments are made in reduction of the principal balance or notional
amount of such investor's Offered Certificates at a rate slower (or faster)
than the rate anticipated by the investor during any particular period, the
consequent adverse effects on such investor's yield would not be fully offset
by a subsequent like increase (or decrease) in the rate of principal
payments.
In general, the Notional Amount of a class of Stripped Interest
Certificates will either (i) be based on the principal balances of some or
all of the Mortgage Assets in the related Trust Fund or (ii) equal the
Certificate Balances of one or more of the other classes of Certificates of
the same series. Accordingly,
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the yield on such Stripped Interest Certificates will be inversely related to
the rate at which payments and other collections of principal are received on
such Mortgage Assets or distributions are made in reduction of the
Certificate Balances of such classes of Certificates, as the case may be.
Consistent with the foregoing, if a class of Certificates of any series
consists of Stripped Interest Certificates or Stripped Principal
Certificates, a lower than anticipated rate of principal prepayments on the
Mortgage Loans in the related Trust Fund will negatively affect the yield to
investors in Stripped Principal Certificates, and a higher than anticipated
rate of principal prepayments on such Mortgage Loans will negatively affect
the yield to investors in Stripped Interest Certificates. If the Offered
Certificates of a series include any such Certificates, the related
Prospectus Supplement will include a table showing the effect of various
constant assumed levels of prepayment on yields on such Certificates. Such
tables will be intended to illustrate the sensitivity of yields to various
constant assumed prepayment rates and will not be intended to predict, or to
provide information that will enable investors to predict, yields or
prepayment rates.
The Depositor is not aware of any relevant publicly available or
authoritative statistics with respect to the historical prepayment experience
of a group of multifamily or commercial mortgage loans. However, the extent
of prepayments of principal of the Mortgage Loans in any Trust Fund may be
affected by a number of factors, including, without limitation, the
availability of mortgage credit, the relative economic vitality of the area
in which the Mortgaged Properties are located, the quality of management of
the Mortgaged Properties, the servicing of the Mortgage Loans, possible
changes in tax laws and other opportunities for investment. In addition, the
rate of principal payments on the Mortgage Loans in any Trust Fund may be
affected by the existence of Lock-out Periods and requirements that principal
prepayments be accompanied by Prepayment Premiums, and by the extent to which
such provisions may be practicably enforced. To the extent enforceable, such
provisions could constitute either an absolute prohibition (in the case of a
Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a
borrower's voluntarily prepaying its Mortgage Loan.
The rate of prepayment on a pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a
comparable type, term and risk level. When the prevailing market interest
rate is below a mortgage coupon, a borrower may have an increased incentive
to refinance its mortgage loan. Even in the case of ARM Loans, as prevailing
market interest rates decline, and without regard to whether the Mortgage
Rates on such ARM Loans decline in a manner consistent therewith, the related
borrowers may have an increased incentive to refinance for purposes of either
(i) converting to a fixed rate loan and thereby "locking in" such rate or
(ii) taking advantage of a different index, margin or rate cap or floor on
another adjustable rate mortgage loan.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits.
The Depositor makes no representation as to the particular factors that will
affect the prepayment of the Mortgage Loans in any Trust Fund, as to the
relative importance of such factors, as to the percentage of the principal
balance of such Mortgage Loans that will be paid as of any date or as to the
overall rate of prepayment on such Mortgage Loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the Mortgage Loans in
any Trust Fund will affect the ultimate maturity and the weighted average
life of one or more classes of the Certificates of such series. Unless
otherwise specified in the related Prospectus Supplement, weighted average
life refers to the average amount of time that will elapse from the date of
issuance of an instrument until each dollar allocable as principal of such
instrument is repaid to the investor.
The weighted average life and maturity of a class of Certificates of any
series will be influenced by the rate at which principal on the related
Mortgage Loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments,
liquidations
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due to default and purchases of Mortgage Loans out of the related Trust
Fund), is paid to such class. Prepayment rates on loans are commonly measured
relative to a prepayment standard or model, such as the Constant Prepayment
Rate ("CPR") prepayment model or the Standard Prepayment Assumption ("SPA")
prepayment model. CPR represents an assumed constant rate of prepayment each
month (expressed as an annual percentage) relative to the then outstanding
principal balance of a pool of loans for the life of such loans. SPA
represents an assumed variable rate of prepayment each month (expressed as an
annual percentage) relative to the then outstanding principal balance of a
pool of loans, with different prepayment assumptions often expressed as
percentages of SPA. For example, a prepayment assumption of 100% of SPA
assumes prepayment rates of 0.2% per annum of the then outstanding principal
balance of such loans in the first month of the life of the loans and an
additional 0.2% per annum in each month thereafter until the thirtieth month.
Beginning in the thirtieth month, and in each month thereafter during the
life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per
annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of
the anticipated rate of prepayment of any particular pool of loans. Moreover,
the CPR and SPA models were developed based upon historical prepayment
experience for single-family loans. Thus, it is unlikely that the prepayment
experience of the Mortgage Loans included in any Trust Fund will conform to
any particular level of CPR or SPA.
The Prospectus Supplement with respect to each series of Certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of Offered Certificates of such series and the percentage
of the initial Certificate Balance of each such class that would be
outstanding on specified Distribution Dates based on the assumptions stated
in such Prospectus Supplement, including assumptions that prepayments on the
related Mortgage Loans are made at rates corresponding to various percentages
of CPR or SPA, or at such other rates specified in such Prospectus
Supplement. Such tables and assumptions will illustrate the sensitivity of
the weighted average lives of the Certificates to various assumed prepayment
rates and will not be intended to predict, or to provide information that
will enable investors to predict, the actual weighted average lives of the
Certificates.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the Mortgage
Loans included in a particular Trust Fund may require that balloon payments
be made at maturity. Because the ability of a borrower to make a balloon
payment typically will depend upon its ability either to refinance the loan
or to sell the related Mortgaged Property, there is a possibility that
Mortgage Loans that require balloon payments may default at maturity, or that
the maturity of such a Mortgage Loan may be extended in connection with a
workout. In the case of defaults, recovery of proceeds may be delayed by,
among other things, bankruptcy of the borrower or adverse conditions in the
market where the property is located. In order to minimize losses on
defaulted Mortgage Loans, the Master Servicer or a Special Servicer, to the
extent and under the circumstances set forth herein and in the related
Prospectus Supplement, may be authorized to modify Mortgage Loans that are in
default or as to which a payment default is imminent. Any defaulted balloon
payment or modification that extends the maturity of a Mortgage Loan may
delay distributions of principal on a class of Offered Certificates and
thereby extend the weighted average life of such Certificates and, if such
Certificates were purchased at a discount, reduce the yield thereon.
Negative Amortization. The weighted average life of a class of
Certificates can be affected by Mortgage Loans that permit negative
amortization to occur. A Mortgage Loan that provides for the payment of
interest calculated at a rate lower than the rate at which interest accrues
thereon would, in the case of an ARM Loan, be expected during a period of
increasing interest rates to amortize at a slower rate (and perhaps not at
all) than if interest rates were declining or were remaining constant. Such
slower rate of Mortgage Loan amortization would correspondingly be reflected
in a slower rate of amortization for one or more classes of Certificates of
the related series. In addition, negative amortization on one or more
Mortgage Loans in any Trust Fund may result in negative amortization on the
Certificates of the related series. The related Prospectus Supplement will
describe, if applicable, the manner in which negative amortization in respect
of the Mortgage Loans in any Trust Fund is allocated among the
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respective classes of Certificates of the related series. The portion of any
Mortgage Loan negative amortization allocated to a class of Certificates may
result in a deferral of some or all of the interest payable thereon, which
deferred interest may be added to the Certificate Balance thereof.
Accordingly, the weighted average lives of Mortgage Loans that permit
negative amortization (and that of the classes of Certificates to which any
such negative amortization would be allocated or that would bear the effects
of a slower rate of amortization on such Mortgage Loans) may increase as a
result of such feature.
Negative amortization also may occur in respect of an ARM Loan that (i)
limits the amount by which its scheduled payment may adjust in response to a
change in its Mortgage Rate, (ii) provides that its scheduled payment will
adjust less frequently than its Mortgage Rate or (iii) provides for constant
scheduled payments notwithstanding adjustments to its Mortgage Rate.
Accordingly, during a period of declining interest rates, the scheduled
payment on such a Mortgage Loan may exceed the amount necessary to amortize
the loan fully over its remaining amortization schedule and pay interest at
the then applicable Mortgage Rate, thereby resulting in the accelerated
amortization of such Mortgage Loan. Any such acceleration in amortization of
its principal balance will shorten the weighted average life of such Mortgage
Loan and, correspondingly, the weighted average lives of those classes of
Certificates entitled to a portion of the principal payments on such Mortgage
Loan.
The extent to which the yield on any Offered Certificate will be affected
by the inclusion in the related Trust Fund of Mortgage Loans that permit
negative amortization, will depend upon (i) whether such Offered Certificate
was purchased at a premium or a discount and (ii) the extent to which the
payment characteristics of such Mortgage Loans delay or accelerate the
distributions of principal on such Certificate (or, in the case of a Stripped
Interest Certificate, delay or accelerate the reduction of the notional
amount thereof). See "--Yield and Prepayment Considerations" above.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance
with their terms will affect the weighted average lives of those Mortgage
Loans and, accordingly, the weighted average lives of and yields on the
Certificates of the related series. Servicing decisions made with respect to
the Mortgage Loans, including the use of payment plans prior to a demand for
acceleration and the restructuring of Mortgage Loans in bankruptcy
proceedings or otherwise, may also have an effect upon the payment patterns
of particular Mortgage Loans and thus the weighted average lives of and
yields on the Certificates of the related series.
Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
Offered Certificates of any series will directly depend on the extent to
which such holders are required to bear the effects of any losses or
shortfalls in collections arising out of defaults on the Mortgage Loans in
the related Trust Fund and the timing of such losses and shortfalls. In
general, the earlier that any such loss or shortfall occurs, the greater will
be the negative effect on yield for any class of Certificates that is
required to bear the effects thereof.
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated
among the respective classes of Certificates of the related series in the
priority and manner, and subject to the limitations, specified in the related
Prospectus Supplement. As described in the related Prospectus Supplement,
such allocations may be effected by a reduction in the entitlements to
interest and/or Certificate Balances of one or more such classes of
Certificates, and/or by establishing a priority of payments among such
classes of Certificates.
The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the Mortgage
Loans in the related Trust Fund.
Additional Certificate Amortization. In addition to entitling the holders
thereof to a specified portion (which may during specified periods range from
none to all) of the principal payments received on the Mortgage Assets in the
related Trust Fund, one or more classes of Certificates of any series,
including one or more classes of Offered Certificates of such series, may
provide for distributions of principal thereof from (i) amounts attributable
to interest accrued but not currently distributable on one or more
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classes of Accrual Certificates, (ii) Excess Funds or (iii) any other amounts
described in the related Prospectus Supplement. Unless otherwise specified in
the related Prospectus Supplement, "Excess Funds" will, in general, represent
that portion of the amounts distributable in respect of the Certificates of
any series on any Distribution Date that represent (i) interest received or
advanced on the Mortgage Assets in the related Trust Fund that is in excess
of the interest currently accrued on the Certificates of such series, or (ii)
Prepayment Premiums, payments from Equity Participations or any other amounts
received on the Mortgage Assets in the related Trust Fund that do not
constitute interest thereon or principal thereof.
The amortization of any class of Certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of such
Certificates and, if such Certificates were purchased at a premium, reduce
the yield thereon. The related Prospectus Supplement will discuss the
relevant factors to be considered in determining whether distributions of
principal of any class of Certificates out of such sources is likely to have
any material effect on the rate at which such Certificates are amortized and
the consequent yield with respect thereto.
Optional Early Termination. Unless otherwise provided in the related
Prospectus Supplement, the Master Servicer, the Depositor or, if specified in
the related Prospectus Supplement, the holder of the residual interest in a
REMIC may at its option either (i) effect early retirement of a series of
Certificates through the purchase of the assets in the related Trust Fund or
(ii) purchase, in whole but not in part, the Certificates specified in the
related Prospectus Supplement; in each case under the circumstances and in
the manner set forth herein under "Description of the
Certificates-Termination; Retirement of Certificates" and in the related
Prospectus Supplement. In the absence of other factors, any such early
retirement of a class of Offered Certificates would shorten the weighted
average life thereof and, if such Certificates were purchased at premium,
reduce the yield thereon.
THE DEPOSITOR
GMAC Commercial Mortgage Securities, Inc. is a wholly-owned subsidiary of
GMACCM which is a wholly-owned subsidiary of GMAC Mortgage Group, Inc., a
Michigan Corporation. The Depositor was incorporated in the State of Delaware
on June 22, 1995. The Depositor was organized for the purpose of serving as a
private secondary mortgage market conduit. The Depositor maintains its
principal office at 650 Dresher Road, Horsham, Pennsylvania 19044. Its
telephone number is (215) 328-3480. The Depositor does not have, nor is it
expected in the future to have, any significant assets.
GMAC COMMERCIAL MORTGAGE CORPORATION
Unless otherwise specified in the related Prospectus Supplement, GMAC
Commercial Mortgage Corporation, an affiliate of the Company and a
corporation duly organized and existing under the laws of the State of
California, will act as the Master Servicer or Manager for a series of
Certificates.
GMACCM buys mortgage loans primarily through its branch network and also
from mortgage loan originators or sellers nationwide and services mortgage
loans for its own account and for others. GMACCM's principal executive
offices are located at 650 Dresher Road, Horsham, Pennsylvania 19044. Its
telephone number is (215) 328-4622. GMACCM conducts operations from its
headquarters in Pennsylvania and from offices located in California,
Colorado, the District of Columbia, Illinois, Michigan, Minnesota, Missouri,
Nebraska, New York, Ohio, Texas, Virginia, Washington and Wisconsin.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
Each series of Certificates will represent the entire beneficial ownership
interest in the Trust Fund created pursuant to the related Pooling and
Servicing Agreement. As described in the related Prospectus Supplement, the
Certificates of each series, including the Offered Certificates of such
series, may consist of one or more classes of Certificates that, among other
things: (i) provide for the accrual of interest on the Certificate Balance or
Notional Amount thereof at a fixed, variable or adjustable rate; (ii)
constitute Senior Certificates or Subordinate Certificates; (iii) constitute
Stripped Interest Certificates or Stripped Principal Certificates; (iv)
provide for distributions of interest thereon or principal thereof that
commence only after the occurrence of certain events, such as the retirement
of one or more other classes of Certificates of such series; (v) provide for
distributions of principal thereof to be made, from time to time or for
designated periods, at a rate that is faster (and, in some cases,
substantially faster) or slower (and, in some cases, substantially slower)
than the rate at which payments or other collections of principal are
received on the Mortgage Assets in the related Trust Fund; (vi) provide for
distributions of principal thereof to be made, subject to available funds,
based on a specified principal payment schedule or other methodology; or
(vii) provide for distributions based on collections on the Mortgage Assets
in the related Trust Fund attributable to Prepayment Premiums and Equity
Participations.
If so specified in the related Prospectus Supplement, a class of
Certificates may have two or more component parts, each having
characteristics that are otherwise described herein as being attributable to
separate and distinct classes. For example, a class of Certificates may have
a Certificate Balance on which it accrues interest at a fixed, variable or
adjustable rate. Such class of Certificates may also have certain
characteristics attributable to Stripped Interest Certificates insofar as it
may also entitle the holders thereof to distributions of interest accrued on
a Notional Amount at a different fixed, variable or adjustable rate. In
addition, a class of Certificates may accrue interest on one portion of its
Certificate Balance at one fixed, variable or adjustable rate and on another
portion of its Certificate Balance at a different fixed, variable or
adjustable rate.
Each class of Offered Certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of Stripped Interest Certificates or REMIC Residual Certificates,
notional amounts or percentage interests, specified in the related Prospectus
Supplement. As provided in the related Prospectus Supplement, one or more
classes of Offered Certificates of any series may be issued in fully
registered, definitive form (such Certificates, "Definitive Certificates") or
may be offered in book-entry format (such Certificates, "Book-Entry
Certificates") through the facilities of The Depository Trust Company
("DTC"). The Offered Certificates of each series (if issued as Definitive
Certificates) may be transferred or exchanged, subject to any restrictions on
transfer described in the related Prospectus Supplement, at the location
specified in the related Prospectus Supplement, without the payment of any
service charges, other than any tax or other governmental charge payable in
connection therewith. Interests in a class of Book-Entry Certificates will be
transferred on the book-entry records of Dtc and its participating
organizations.
DISTRIBUTIONS
Distributions on the Certificates of each series will be made on each
Distribution Date from the Available Distribution Amount for such series and
such Distribution Date. Unless otherwise provided in the related Prospectus
Supplement, the "Available Distribution Amount" for any series of
Certificates and any Distribution Date will refer to the total of all
payments or other collections (or advances in lieu thereof) on, under or in
respect of the Mortgage Assets and any other assets included in the related
Trust Fund that are available for distribution to the holders of Certificates
of such series on such date. The particular components of the Available
Distribution Amount for any series and Distribution Date will be more
specifically described in the related Prospectus Supplement Unless otherwise
provided in the related Prospectus Supplement, the Distribution Date for a
series of Certificates will be the 25th day of each month (or, if any such
25th day is not a business day, the next succeeding business day), commencing
in the month immediately following the month in which such series of
Certificates is issued.
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Except as otherwise specified in the related Prospectus Supplement,
distributions on the Certificates of each series (other than the final
distribution in retirement of any such Certificate) will be made to the
persons in whose names such Certificates are registered at the close of
business on the last business day of the month preceding the month in which
the applicable Distribution Date occurs (the "Record Date"). All
distributions with respect to each class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates in such
class in proportion to the respective Percentage Interests evidenced thereby
unless otherwise specified in the related Prospectus Supplement. Payments
will be made either by wire transfer in immediately available funds to the
account of a Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has provided the person
required to make such payments with wiring instructions no later than the
related Record Date or such other date specified in the related Prospectus
Supplement (and, if so provided in the related Prospectus Supplement, such
Certificateholder holds Certificates in the requisite amount or denomination
specified therein), or by check mailed to the address of such
Certificateholder as it appears on the Certificate Register; provided,
however, that the final distribution in retirement of any class of
Certificates (whether Definitive Certificates or Book-Entry Certificates)
will be made only upon presentation and surrender of such Certificates at the
location specified in the notice to Certificateholders of such final
distribution. The undivided percentage interest (the "Percentage Interest")
represented by an Offered Certificate of a particular class will be equal to
the percentage obtained by dividing the initial principal balance or notional
amount of such Certificate by the initial Certificate Balance or Notional
Amount of such class.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Principal Certificates and certain classes of REMIC Residual
Certificates that have no Pass-Through Rate) may have a different
Pass-Through Rate, which in each case may be fixed, variable or adjustable.
The related Prospectus Supplement will specify the Pass-Through Rate or, in
the case of a variable or adjustable Pass-Through Rate, the method for
determining the Pass-Through Rate, for each class. Unless otherwise specified
in the related Prospectus Supplement, interest on the Certificates of each
series will be calculated on the basis of a 360-day year consisting of twelve
30-day months.
Distributions of interest in respect of any class of Certificates (other
than a class of Accrual Certificates, which will be entitled to distributions
of accrued interest commencing only on the Distribution Date, or under the
circumstances, specified in the related Prospectus Supplement, and other than
any class of Stripped Principal Certificates or REMIC Residual Certificates
that is not entitled to any distributions of interest) will be made on each
Distribution Date based on the Accrued Certificate Interest for such class
and such Distribution Date, subject to the sufficiency of the portion of the
Available Distribution Amount allocable to such class on such Distribution
Date. Prior to the time interest is distributable on any class of Accrual
Certificates, the amount of Accrued Certificate Interest otherwise
distributable on such class will be added to the Certificate Balance thereof
on each Distribution Date or otherwise deferred as described in the related
Prospectus Supplement. With respect to each class of Certificates (other than
certain classes of Stripped Interest Certificates and certain classes of
REMIC Residual Certificates), the "Accrued Certificate Interest" for each
Distribution Date will be equal to interest at the applicable Pass-Through
Rate accrued for a specified period (generally the most recently ended
calendar month) on the outstanding Certificate Balance of such class of
Certificates immediately prior to such Distribution Date. Unless otherwise
provided in the related Prospectus Supplement, the Accrued Certificate
Interest for each Distribution Date on a class of Stripped Interest
Certificates will be similarly calculated except that it will accrue on a
Notional Amount that is either (i) based on the principal balances of some or
all of the Mortgage Assets in the related Trust Fund or (ii) equal to the
Certificate Balances of one or more other classes of Certificates of the same
series. Reference to a Notional Amount with respect to a class of Stripped
Interest Certificates is solely for convenience in making certain
calculations and does not represent the right to receive any distributions of
principal. If so specified in the related Prospectus Supplement, the amount
of Accrued Certificate Interest that is otherwise distributable on (or, in
the case of Accrual Certificates, that may otherwise be added to the
Certificate Balance of) one or more classes of the Certificates of a series
may be reduced to the extent
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that any Prepayment Interest Shortfalls, as described under "Yield and
Maturity Considerations--Certain Shortfalls in Collections of Interest",
exceed the amount of any sums that are applied to offset the amount of such
shortfalls. The particular manner in which such shortfalls will be allocated
among some or all of the classes of Certificates of that series will be
specified in the related Prospectus Supplement. The related Prospectus
Supplement will also describe the extent to which the amount of Accrued
Certificate Interest that is otherwise distributable on (or, in the case of
Accrual Certificates, that may otherwise be added to the Certificate Balance
of) a class of Offered Certificates may be reduced as a result of any other
contingencies, including delinquencies, losses and deferred interest on or in
respect of the Mortgage Assets in the related Trust Fund. Unless otherwise
provided in the related Prospectus Supplement, any reduction in the amount of
Accrued Certificate Interest otherwise distributable on a class of
Certificates by reason of the allocation to such class of a portion of any
deferred interest on or in respect of the Mortgage Assets in the related
Trust Fund will result in a corresponding increase in the Certificate Balance
of such class. See "Risk Factors--Yield and Prepayment Considerations" and
"Yield and Maturity Considerations--Certain Shortfalls in Collections of
Interest".
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Interest Certificates and certain classes of REMIC Residual
Certificates) will have a Certificate Balance, which, at any time, will equal
the then maximum amount that the holders of Certificates of such class will
be entitled to receive as principal out of the future cash flow on the
Mortgage Assets and other assets included in the related Trust Fund. The
outstanding Certificate Balance of a class of Certificates will be reduced by
distributions of principal made thereon from time to time and, if so provided
in the related Prospectus Supplement, further by any losses incurred in
respect of the related Mortgage Assets allocated thereto from time to time.
In turn, the outstanding Certificate Balance of a class of Certificates may
be increased as a result of any deferred interest on or in respect of the
related Mortgage Assets being allocated thereto from time to time, and will
be increased, in the case of a class of Accrual Certificates prior to the
Distribution Date on which distributions of interest thereon are required to
commence, by the amount of any Accrued Certificate Interest in respect
thereof (reduced as described above). Unless otherwise provided in the
related Prospectus Supplement, the initial aggregate Certificate Balance of
all classes of a series of Certificates will not be greater than the
aggregate outstanding principal balance of the related Mortgage Assets as of
a specified date (the "Cut-Off Date"), after application of scheduled
payments due on or before such date, whether or not received. The initial
Certificate Balance of each class of a series of Certificates will be
specified in the related Prospectus Supplement. As and to the extent
described in the related Prospectus Supplement, distributions of principal
with respect to a series of Certificates will be made on each Distribution
Date to the holders of the class or classes of Certificates of such series
entitled thereto until the Certificate Balances of such Certificates have
been reduced to zero. Distributions of principal with respect to one or more
classes of Certificates may be made at a rate that is faster (and, in some
cases, substantially faster) than the rate at which payments or other
collections of principal are received on the Mortgage Assets in the related
Trust Fund. Distributions of principal with respect to one or more classes of
Certificates may not commence until the occurrence of certain events, such as
the retirement of one or more other classes of Certificates of the same
series, or may be made at a rate that is slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund.
Distributions of principal with respect to one or more classes of
Certificates (each such class, a "Controlled Amortization Class") may be
made, subject to available funds, based on a specified principal payment
schedule. Distributions of principal with respect to one or more classes of
Certificates (each such class, a "Companion Class") may be contingent on the
specified principal payment schedule for a Controlled Amortization Class of
the same series and the rate at which payments and other collections of
principal on the Mortgage Assets in the related Trust Fund are received.
Unless otherwise specified in the related Prospectus Supplement,
distributions of principal of any class of Offered Certificates will be made
on a pro rata basis among all of the Certificates of such class.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support)
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will be allocated among the respective classes of Certificates of the related
series in the priority and manner, and subject to the limitations, specified
in the related Prospectus Supplement. As described in the related Prospectus
Supplement, such allocations may be effected by a reduction in the
entitlements to interest and/or the Certificate Balances of one or more such
classes of Certificates, or by establishing a priority of payments among such
classes of Certificates. See "Description of Credit Support".
ADVANCES IN RESPECT OF DELINQUENCIES
If and to the extent provided in the related Prospectus Supplement, if a
Trust Fund includes Mortgage Loans, the Master Servicer, a Special Servicer,
the Trustee, the Fiscal Agent (if any), any provider of Credit Support and/or
any other specified person may be obligated to advance, or have the option of
advancing, on or before each Distribution Date, from its or their own funds
or from excess funds held in the related Certificate Account that are not
part of the Available Distribution Amount for the related series of
Certificates for such Distribution Date, an amount up to the aggregate of any
payments of principal (other than the principal portion of any balloon
payments) and interest that were due on or in respect of such Mortgage Loans
during the related Due Period and were delinquent on the related
Determination Date.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates
entitled thereto, rather than to guarantee or insure against losses.
Accordingly, all advances made out of a specific entity's own funds will be
reimbursable out of related recoveries on the Mortgage Loans (including
amounts drawn under any fund or instrument constituting Credit Support)
respecting which such advances were made (as to any Mortgage Loan, "Related
Proceeds") and such other specific sources as may be identified in the
related Prospectus Supplement, including in the case of a series that
includes one or more classes of Subordinate Certificates, collections on
other Mortgage Assets in the related Trust Fund that would otherwise be
distributable to the holders of one or more classes of such Subordinate
Certificates. No advance will be required to be made by a Master Servicer,
Special Servicer, Fiscal Agent or Trustee if, in the judgment of the Master
Servicer, Special Servicer, Fiscal Agent or Trustee, as the case may be, such
advance would not be recoverable from Related Proceeds or another
specifically identified source (any such advance, a "Nonrecoverable
Advance"); and, if previously made by a Master Servicer, Special Servicer,
Fiscal Agent or Trustee, a Nonrecoverable Advance will be reimbursable
thereto from any amounts in the related Certificate Account prior to any
distributions being made to the related series of Certificateholders.
If advances have been made by a Master Servicer, Special Servicer, Fiscal
Agent, Trustee or other entity from excess funds in a Certificate Account,
such Master Servicer, Special Servicer, Fiscal Agent, Trustee or other
entity, as the case may be, will be required to replace such funds in such
Certificate Account on any future Distribution Date to the extent that funds
in such Certificate Account on such Distribution Date are less than payments
required to be made to the related series of Certificateholders on such date.
If so specified in the related Prospectus Supplement, the obligation of a
Master Servicer, Special Servicer, Fiscal Agent, Trustee or other entity to
make advances may be secured by a cash advance reserve fund or a surety bond.
If applicable, information regarding the characteristics of, and the identity
of any obligor on, any such surety bond, will be set forth in the related
Prospectus Supplement.
If and to the extent so provided in the related Prospectus Supplement, any
entity making advances will be entitled to receive interest on certain or all
of such advances for a specified period during which such advances are
outstanding at the rate specified in such Prospectus Supplement, and such
entity will be entitled to payment of such interest periodically from general
collections on the Mortgage Loans in the related Trust Fund prior to any
payment to the related series of Certificateholders or as otherwise provided
in the related Pooling and Servicing Agreement and described in such
Prospectus Supplement.
The Prospectus Supplement for any series of Certificates evidencing an
interest in a Trust Fund that includes MBS will describe any comparable
advancing obligation of a party to the related Pooling and Servicing
Agreement or of a party to the related MBS Agreement.
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REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, together with the distribution to the holders
of each class of the Offered Certificates of a series, a Master Servicer,
Manager or Trustee, as provided in the related Prospectus Supplement, will
forward to each such holder, a statement (a "Distribution Date Statement")
that, unless otherwise provided in the related Prospectus Supplement, will
set forth, among other things, in each case to the extent applicable:
(i) the amount of such distribution to holders of such class of Offered
Certificates that was applied to reduce the Certificate Balance thereof;
(ii) the amount of such distribution to holders of such class of Offered
Certificates that was applied to pay Accrued Certificate Interest;
(iii) the amount, if any, of such distribution to holders of such class
of Offered Certificates that was allocable to (A) Prepayment Premiums and
(B) payments on account of Equity Participations;
(iv) the amount, if any, by which such distribution is less than the
amounts to which holders of such class of Offered Certificates are
entitled;
(v) if the related Trust Fund includes Mortgage Loans, the aggregate
amount of advances included in such distribution;
(vi) if the related Trust Fund includes Mortgage Loans, the amount of
servicing compensation received by the related Master Servicer (and, if
payable directly out of the related Trust Fund, by any Special Servicer
and any Sub-Servicer) and, if the related Trust Fund includes MBS, the
amount of administrative compensation received by the REMIC Administrator;
(vii) information regarding the aggregate principal balance of the
related Mortgage Assets on or about such Distribution Date;
(viii) if the related Trust Fund includes Mortgage Loans, information
regarding the number and aggregate principal balance of such Mortgage
Loans that are delinquent;
(ix) if the related Trust Fund includes Mortgage Loans, information
regarding the aggregate amount of losses incurred and principal
prepayments made with respect to such Mortgage Loans during the related
Prepayment Period (that is, the specified period, generally corresponding
to the related Due Period, during which prepayments and other unscheduled
collections on the Mortgage Loans in the related Trust Fund must be
received in order to be distributed on a particular Distribution Date);
(x) the Certificate Balance or Notional Amount, as the case may be, of
such class of Certificates at the close of business on such Distribution
Date, separately identifying any reduction in such Certificate Balance or
Notional Amount due to the allocation of any losses in respect of the
related Mortgage Assets, any increase in such Certificate Balance or
Notional Amount due to the allocation of any negative amortization in
respect of the related Mortgage Assets and any increase in the Certificate
Balance of a class of Accrual Certificates, if any, in the event that
Accrued Certificate Interest has been added to such balance;
(xi) if such class of Offered Certificates has a variable Pass-Through
Rate or an adjustable Pass-Through Rate, the Pass-Through Rate applicable
thereto for such Distribution Date and, if determinable, for the next
succeeding Distribution Date;
(xii) the amount deposited in or withdrawn from any reserve fund on such
Distribution Date, and the amount remaining on deposit in such reserve
fund as of the close of business on such Distribution Date;
(xiii) if the related Trust Fund includes one or more instruments of
Credit Support, such as a letter of credit, an insurance policy and/or a
surety bond, the amount of coverage under each such instrument as of the
close of business on such Distribution Date; and
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(xiv) the amount of Credit Support being afforded by any classes of
Subordinate Certificates.
In the case of information furnished pursuant to subclauses (i)-(iii)
above, the amounts will be expressed as a dollar amount per minimum
denomination of the relevant class of Offered Certificates or as a
percentage. The Prospectus Supplement for each series of Certificates may
describe additional information to be included in reports to the holders of
the Offered Certificates of such series.
Within a reasonable period of time after the end of each calendar year,
the Master Servicer, Manager or Trustee for a series of Certificates, as the
case may be, will be required to furnish to each person who at any time
during the calendar year was a holder of an Offered Certificate of such
series a statement containing the information set forth in subclauses
(i)-(iii) above, aggregated for such calendar year or the applicable portion
thereof during which such person was a Certificateholder. Such obligation
will be deemed to have been satisfied to the extent that substantially
comparable information is provided pursuant to any requirements of the Code
as are from time to time in force. See, however, "--Book-Entry Registration
and Definitive Certificates" below.
If the Trust Fund for a series of Certificates includes MBS, the ability
of the related Master Servicer, Manager or Trustee, as the case may be, to
include in any Distribution Date Statement information regarding the mortgage
loans underlying such MBS will depend on the reports received with respect to
such MBS. In such cases, the related Prospectus Supplement will describe the
loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the Offered Certificates of that
series in connection with distributions made to them.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement for each
series of Certificates (other than limited payment and notice obligations of
the applicable parties) will terminate upon the payment to Certificateholders
of that series of all amounts held in the Certificate Account or by the
Master Servicer and required to be paid to them pursuant to such Pooling and
Servicing Agreement following the earlier of (i) the final payment or other
liquidation or disposition (or any advance with respect thereto) of the last
Mortgage Asset subject thereto or of any property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan subject thereto and (ii)
the purchase by the Master Servicer, the Depositor or, if specified in the
related Prospectus Supplement, by the holder of the REMIC Residual
Certificates (see "Certain Federal Income Tax Consequences" below) from the
Trust Fund for such series of all remaining Mortgage Assets therein and
property, if any, acquired in respect of the Mortgage Loans therein. In
addition to the foregoing, the Master Servicer or the Depositor will have the
option to purchase, in whole but not in part, the Certificates specified in
the related Prospectus Supplement in the manner set forth in the related
Prospectus Supplement. Upon the purchase of such Certificates or at any time
thereafter, at the option of the Master Servicer or the Depositor, the
Mortgage Assets may be sold, thereby effecting a retirement of the
Certificates and the termination of the Trust Fund, or the Certificates so
purchased may be held or resold by the Master Servicer or the Depositor. In
no event, however, will the trust created continue beyond the expiration of
21 years from the death of the survivor of certain persons named in such
Pooling and Servicing Agreement. Written notice of termination of the Pooling
and Servicing Agreement will be given to each Certificateholder, and the
final distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Trustee which will be
specified in the notice of termination. If the Certificateholders are
permitted to terminate the trust under the applicable Pooling and Servicing
Agreement, a penalty may be imposed upon the Certificateholders based upon
the fee that would be foregone by the Master Servicer and/or any Special
Servicer because of such termination.
Any such purchase of Mortgage Assets and property acquired in respect of
Mortgage Loans evidenced by a series of Certificates shall be made at the
option of the Master Servicer, the Depositor or, if applicable, the holder of
the REMIC Residual Certificates at the price specified in the related
Prospectus Supplement. The exercise of such right will effect early
retirement of the Certificates of that series, but the right of the Master
Servicer, the Depositor or, if applicable, such holder to so purchase is
subject to the aggregate principal balance of the Mortgage Assets for that
series as of the Distribution Date on which the purchase proceeds are to be
distributed to Certificateholders being less than the
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percentage specified in the related Prospectus Supplement of the aggregate
principal balance of the Mortgage Assets at the Cut-off Date for that series.
The Prospectus Supplement for each series of Certificates will set forth the
amounts that the holders of such Certificates will be entitled to receive
upon such early retirement. Such early termination may adversely affect the
yield to holders of certain classes of such Certificates. If a REMIC election
has been made, the termination of the related Trust Fund will be effected in
a manner consistent with applicable federal income tax regulations and its
status as a REMIC.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the Prospectus Supplement for a series of Certificates,
one or more classes of the Offered Certificates of such series will be
offered in book-entry format through the facilities of DTC, and each such
class will be represented by one or more global Certificates registered in
the name of DTC or its nominee.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities for its participating organizations
("Participants") and facilitate the clearance and settlement of securities
transactions between Participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement
of securities certificates. "Direct Participants", which maintain accounts
with DTC, include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system also is
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable
to DTC and its Participants are on file with the Commission.
Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the
Book-Entry Certificates on DTC's records. The ownership interest of each
actual purchaser of a Book-Entry Certificate (a "Certificate Owner") is in
turn to be recorded on the Direct and Indirect Participants' records.
Certificate Owners will not receive written confirmation from DTC of their
purchases, but Certificate Owners are expected to receive written
confirmations providing details of such transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which each Certificate Owner entered into the transaction. Transfers of
ownership interest in the Book-Entry Certificates are to be accomplished by
entries made on the books of Participants acting on behalf of Certificate
Owners. Certificate Owners will not receive certificates representing their
ownership interests in the Book-Entry Certificates, except in the event that
use of the book-entry system for the Book-Entry Certificates of any series is
discontinued as described below.
DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Certificates are credited, which may or
may not be the Certificate Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related
Distribution Date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
such date. Disbursement of such distributions by Participants to Certificate
Owners will be governed by standing
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instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of each such Participant (and not of DTC, the
Depositor or any Trustee or Master Servicer), subject to any statutory or
regulatory requirements as may be in effect from time to time. Under a
book-entry system, Certificate Owners may receive payments after the related
Distribution Date.
Unless otherwise provided in the related Prospectus Supplement, the only
"Certificateholder" (as such term is used in the related Pooling and
Servicing Agreement) of Book-Entry Certificates will be the nominee of DTC,
and the Certificate Owners will not be recognized as Certificateholders under
the Pooling and Servicing Agreement. Certificate Owners will be permitted to
exercise the rights of Certificateholders under the related Pooling and
Servicing Agreement only indirectly through the Participants who in turn will
exercise their rights through DTC. The Depositor is informed that DTC will
take action permitted to be taken by a Certificateholder under a Pooling and
Servicing Agreement only at the direction of one or more Participants to
whose account with DTC interests in the Book-Entry Certificates are credited.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing such interest.
Unless otherwise specified in the related Prospectus Supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or
its nominee, only if (i) the Depositor advises the Trustee in writing that
DTC is no longer willing or able to discharge properly its responsibilities
as depository with respect to such Certificates and the Depositor is unable
to locate a qualified successor or (ii) the Depositor, at its option, elects
to terminate the book-entry system through DTC with respect to such
Certificates. Upon the occurrence of either of the events described in the
preceding sentence, DTC will be required to notify all Participants of the
availability through DTC of Definitive Certificates. Upon surrender by DTC of
the certificate or certificates representing a class of Book-Entry
Certificates, together with instructions for registration, the Trustee for
the related series or other designated party will be required to issue to the
Certificate Owners identified in such instructions the Definitive
Certificates to which they are entitled, and thereafter the holders of such
Definitive Certificates will be recognized as Certificateholders under the
related Pooling and Servicing Agreement.
THE POOLING AND SERVICING AGREEMENTS
GENERAL
The Certificates of each series will be issued pursuant to a Pooling and
Servicing Agreement. In general, the parties to a Pooling and Servicing
Agreement will include the Depositor, the Trustee, the Master Servicer and,
in some cases, a Special Servicer appointed as of the date of the Pooling and
Servicing Agreement. However, a Pooling and Servicing Agreement that relates
to a Trust Fund that includes MBS may include a Manager as a party, but may
not include a Master Servicer or other servicer as a party. All parties to
each Pooling and Servicing Agreement under which Certificates of a series are
issued will be identified in the related Prospectus Supplement. If so
specified in the related Prospectus Supplement, an affiliate of the
Depositor, or the Mortgage Asset Seller or an affiliate thereof, may perform
the functions of Master Servicer, Special Servicer or Manager. Any party to a
Pooling and Servicing Agreement or any affiliate thereof may own Certificates
issued thereunder.
A form of a pooling and servicing agreement has been filed as an exhibit
to the Registration Statement of which this Prospectus is a part. However,
the provisions of each Pooling and Servicing Agreement will vary depending
upon the nature of the Certificates to be issued thereunder and the nature of
the related Trust Fund. The following summaries describe certain provisions
that may appear in a Pooling and Servicing Agreement under which Certificates
that evidence interests in Mortgage Loans will
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be issued. The Prospectus Supplement for a series of Certificates will
describe any provision of the related Pooling and Servicing Agreement that
materially differs from the description thereof contained in this Prospectus
and, if the related Trust Fund includes MBS, will summarize all of the
material provisions of the related Pooling and Servicing Agreement. The
summaries herein do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Pooling and Servicing Agreement for each series of Certificates and the
description of such provisions in the related Prospectus Supplement. The
Depositor will provide a copy of the Pooling and Servicing Agreement (without
exhibits) that relates to any series of Certificates without charge upon
written request of a holder of a Certificate of such series addressed to it
at its principal executive offices specified herein under "The Depositor".
ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES
At the time of issuance of any series of Certificates, the Depositor will
assign (or cause to be assigned) to the designated Trustee the Mortgage Loans
to be included in the related Trust Fund, together with, unless otherwise
specified in the related Prospectus Supplement, all principal and interest to
be received on or with respect to such Mortgage Loans after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date. The
Trustee will, concurrently with such assignment, deliver the Certificates to
or at the direction of the Depositor in exchange for the Mortgage Loans and
the other assets to be included in the Trust Fund for such series. Each
Mortgage Loan will be identified in a schedule appearing as an exhibit to the
related Pooling and Servicing Agreement. Such schedule generally will include
detailed information that pertains to each Mortgage Loan included in the
related Trust Fund, which information will typically include the address of
the related Mortgaged Property and type of such property; the Mortgage Rate
and, if applicable, the applicable index, gross margin, adjustment date and
any rate cap information; the original and remaining term to maturity; the
original amortization term; and the original and outstanding principal
balance.
In addition, unless otherwise specified in the related Prospectus
Supplement, the Depositor will, as to each Mortgage Loan to be included in a
Trust Fund, deliver, or cause to be delivered, to the related Trustee (or to
a custodian appointed by the Trustee as described below) the Mortgage Note
endorsed, without recourse, either in blank or to the order of such Trustee
(or its nominee), the Mortgage with evidence of recording indicated thereon
(except for any Mortgage not returned from the public recording office), an
assignment of the Mortgage in blank or to the Trustee (or its nominee) in
recordable form, together with any intervening assignments of the Mortgage
with evidence of recording thereon (except for any such assignment not
returned from the public recording office), and, if applicable, any riders or
modifications to such Mortgage Note and Mortgage, together with certain other
documents at such times as set forth in the related Pooling and Servicing
Agreement. Such assignments may be blanket assignments covering Mortgages on
Mortgaged Properties located in the same county, if permitted by law.
Notwithstanding the foregoing, a Trust Fund may include Mortgage Loans where
the original Mortgage Note is not delivered to the Trustee if the Depositor
delivers, or causes to be delivered, to the related Trustee (or such
custodian) a copy or a duplicate original of the Mortgage Note, together with
an affidavit certifying that the original thereof has been lost or destroyed.
In addition, if the Depositor cannot deliver, with respect to any Mortgage
Loan, the Mortgage or any intervening assignment with evidence of recording
thereon concurrently with the execution and delivery of the related Pooling
and Servicing Agreement because of a delay caused by the public recording
office, the Depositor will deliver, or cause to be delivered, to the related
Trustee (or such custodian) a true and correct photocopy of such Mortgage or
assignment as submitted for recording. The Depositor will deliver, or cause
to be delivered, to the related Trustee (or such custodian) such Mortgage or
assignment with evidence of recording indicated thereon after receipt thereof
from the public recording office. If the Depositor cannot deliver, with
respect to any Mortgage Loan, the Mortgage or any intervening assignment with
evidence of recording thereon concurrently with the execution and delivery of
the related Pooling and Servicing Agreement because such Mortgage or
assignment has been lost, the Depositor will deliver, or cause to be
delivered, to the related Trustee (or such custodian) a true and correct
photocopy of such Mortgage or assignment with evidence of recording thereon.
Unless otherwise specified in the related Prospectus Supplement, assignments
of Mortgage to the Trustee (or its nominee) will be recorded in the
appropriate public
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recording office, except in states where, in the opinion of counsel
acceptable to the Trustee, such recording is not required to protect the
Trustee's interests in the Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the Depositor or the originator
of such Mortgage Loan.
The Trustee (or a custodian appointed by the Trustee) for a series of
Certificates will be required to review the Mortgage Loan documents delivered
to it within a specified period of days after receipt thereof, and the
Trustee (or such custodian) will hold such documents in trust for the benefit
of the Certificateholders of such series. Unless otherwise specified in the
related Prospectus Supplement, if any such document is found to be missing or
defective, and such omission or defect, as the case may be, materially and
adversely affects the interests of the Certificateholders of the related
series, the Trustee (or such custodian) will be required to notify the Master
Servicer and the Depositor, and one of such persons will be required to
notify the relevant Mortgage Asset Seller. In that case, and if the Mortgage
Asset Seller cannot deliver the document or cure the defect within a
specified number of days after receipt of such notice, then, except as
otherwise specified below or in the related Prospectus Supplement, the
Mortgage Asset Seller will be obligated to repurchase the related Mortgage
Loan from the Trustee at a price generally equal to the unpaid principal
balance thereof, together with accrued but unpaid interest through a date on
or about the date of purchase, or at such other price as will be specified in
the related Prospectus Supplement (in any event, the "Purchase Price"). If so
provided in the Prospectus Supplement for a series of Certificates, a
Mortgage Asset Seller, in lieu of repurchasing a Mortgage Loan as to which
there is missing or defective loan documentation, will have the option,
exercisable upon certain conditions and/or within a specified period after
initial issuance of such series of Certificates, to replace such Mortgage
Loan with one or more other mortgage loans, in accordance with standards that
will be described in the Prospectus Supplement. Unless otherwise specified in
the related Prospectus Supplement, this repurchase or substitution obligation
will constitute the sole remedy to holders of the Certificates of any series
or to the related Trustee on their behalf for missing or defective Mortgage
Asset documentation and neither the Depositor nor, unless it is the Mortgage
Asset Seller, the Master Servicer will be obligated to purchase or replace a
Mortgage Loan if a Mortgage Asset Seller defaults on its obligation to do so.
The Trustee will be authorized at any time to appoint one or more
custodians pursuant to a custodial agreement to hold title to the Mortgage
Loans in any Trust Fund, and to maintain possession of and, if applicable, to
review, the documents relating to such Mortgage Loans, in any case as the
agent of the Trustee. The identity of any such custodian to be appointed on
the date of initial issuance of the Certificates will be set forth in the
related Prospectus Supplement. Any such custodian may be an affiliate of the
Depositor or the Master Servicer.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the Prospectus Supplement for a series of
Certificates, the Depositor will, with respect to each Mortgage Loan in the
related Trust Fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making such representations and
warranties, the "Warranting Party") covering, by way of example: (i) the
accuracy of the information set forth for such Mortgage Loan on the schedule
of Mortgage Loans appearing as an exhibit to the related Pooling and
Servicing Agreement; (ii) the enforceability of the related Mortgage Note and
Mortgage and the existence of title insurance insuring the lien priority of
the related Mortgage; (iii) the Warranting Party's title to the Mortgage Loan
and the authority of the Warranting Party to sell the Mortgage Loan; and (iv)
the payment status of the Mortgage Loan. It is expected that in most cases
the Warranting Party will be the Mortgage Asset Seller; however, the
Warranting Party may also be an affiliate of the Mortgage Asset Seller, the
Depositor or an affiliate of the Depositor, the Master Servicer, a Special
Servicer or another person acceptable to the Depositor. The Warranting Party,
if other than the Mortgage Asset Seller, will be identified in the related
Prospectus Supplement.
Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer and/or Trustee will be required to notify promptly any Warranting
Party of any breach of any representation or warranty made by it in respect
of a Mortgage Loan that materially and adversely affects the interests of
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the Certificateholders of the related series. If such Warranting Party cannot
cure such breach within a specified period following the date on which it was
notified of such breach, then, unless otherwise provided in the related
Prospectus Supplement, it will be obligated to repurchase such Mortgage Loan
from the Trustee at the applicable Purchase Price. If so provided in the
Prospectus Supplement for a series of Certificates, a Warranting Party, in
lieu of repurchasing a Mortgage Loan as to which a breach has occurred, will
have the option, exercisable upon certain conditions and/or within a
specified period after initial issuance of such series of Certificates, to
replace such Mortgage Loan with one or more other mortgage loans, in
accordance with standards that will be described in the Prospectus
Supplement. Unless otherwise specified in the related Prospectus Supplement,
this repurchase or substitution obligation will constitute the sole remedy
available to holders of the Certificates of any series or to the related
Trustee on their behalf for a breach of representation and warranty by a
Warranting Party and neither the Depositor nor the Master Servicer, in either
case unless it is the Warranting Party, will be obligated to purchase or
replace a Mortgage Loan if a Warranting Party defaults on its obligation to
do so.
Representations and warranties may be made in respect of a Mortgage Loan
as of a date prior to the date upon which the related series of Certificates
is issued, and thus may not address events that may occur following the date
as of which they were made. The date as of which the representations and
warranties regarding the Mortgage Loans in any Trust Fund were made will be
specified in the related Prospectus Supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer for any Mortgage Pool, directly or through Sub-Servicers,
will be obligated under the related Pooling and Servicing Agreement to
service and administer the Mortgage Loans in such Mortgage Pool for the
benefit of the related Certificateholders, in accordance with applicable law
and with the terms of such Pooling and Servicing Agreement, such Mortgage
Loans and any instrument of Credit Support included in the related Trust
Fund. Subject to the foregoing, the Master Servicer will have full power and
authority to do any and all things in connection with such servicing and
administration that it may deem necessary and desirable.
As part of its servicing duties, a Master Servicer will be required to
make reasonable efforts to collect all payments called for under the terms
and provisions of the Mortgage Loans that it services and will be obligated
to follow such collection procedures as it would follow with respect to
mortgage loans that are comparable to such Mortgage Loans and held for its
own account, provided (i) such procedures are consistent with the terms of
the related Pooling and Servicing Agreement, and (ii) do not impair recovery
under any instrument of Credit Support included in the related Trust Fund.
Consistent with the foregoing, the Master Servicer will be permitted, in its
discretion, unless otherwise specified in the related Prospectus Supplement,
to waive any Prepayment Premium, late payment charge or other charge in
connection with any Mortgage Loan.
Under a Pooling and Servicing Agreement, a Master Servicer or Special
Servicer will be granted certain discretion to extend relief to Mortgagors
whose payments become delinquent. Unless otherwise specified in the related
Prospectus Supplement, if a material default occurs or a payment default is
reasonably foreseeable with respect to a Mortgage Loan, the Master Servicer
or Special Servicer will be permitted, subject to any specific limitations
set forth in the related Pooling and Servicing Agreement and described in the
related Prospectus Supplement, to modify, waive or amend any term of such
Mortgage Loan, including deferring payments, extending the stated maturity
date or otherwise adjusting the payment schedule, provided that such
modification, waiver or amendment (i) is reasonably likely to produce a
greater recovery with respect to such Mortgage Loan on a present value basis
than would liquidation and (ii) will not adversely affect the coverage under
any applicable instrument of Credit Support.
A mortgagor's failure to make required Mortgage Loan payments may mean
that operating income is insufficient to service the mortgage debt, or may
reflect the diversion of that income from the servicing of the mortgage debt.
In addition, a mortgagor that is unable to make Mortgage Loan payments may
also
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be unable to make timely payment of taxes and otherwise to maintain and
insure the related Mortgaged Property. In general, the related Master
Servicer will be required to monitor any Mortgage Loan that is in default,
evaluate whether the causes of the default can be corrected over a reasonable
period without significant impairment of the value of the related Mortgaged
Property, initiate corrective action in cooperation with the Mortgagor if
cure is likely, inspect the related Mortgaged Property and take such other
actions as it deems necessary and appropriate. A significant period of time
may elapse before the Master Servicer is able to assess the success of any
such corrective action or the need for additional initiatives. The time
within which the Master Servicer can make the initial determination of
appropriate action, evaluate the success of corrective action, develop
additional initiatives, institute foreclosure proceedings and actually
foreclose (or accept a deed to a Mortgaged Property in lieu of foreclosure)
on behalf of the Certificateholders of the related series may vary
considerably depending on the particular Mortgage Loan, the Mortgaged
Property, the mortgagor, the presence of an acceptable party to assume the
Mortgage Loan and the laws of the jurisdiction in which the Mortgaged
Property is located. If a mortgagor files a bankruptcy petition, the Master
Servicer may not be permitted to accelerate the maturity of the Mortgage Loan
or to foreclose on the related Mortgaged Property for a considerable period
of time. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws."
Mortgagors may, from time to time, request partial releases of the
Mortgaged Properties, easements, consents to alteration or demolition and
other similar matters. The Master Servicer may approve such a request if it
has determined, exercising its business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that such approval
will not adversely affect the security for, or the timely and full
collectability of, the related Mortgage Loan; provided, however, that the
Master Servicer will not approve such a request if a REMIC election has been
made and such request would not (in the opinion of independent counsel)
result in the imposition of a tax on the Trust Fund or cause the Trust Fund
(or any designated portion thereof) to fail to qualify as a REMIC under the
Code at any time that any Certificate is outstanding. Any fee collected by
the Master Servicer for processing such request will be retained by the
Master Servicer as additional servicing compensation.
In the case of Mortgage Loans secured by junior liens on the related
Mortgaged Properties, unless otherwise provided in the related Prospectus
Supplement, the Master Servicer will be required to file (or cause to be
filed) of record a request for notice of any action by a superior lienholder
under the Senior Lien for the protection of the related Trustee's interest,
where permitted by local law and whenever applicable state law does not
require that a junior lienholder be named as a party defendant in foreclosure
proceedings in order to foreclose such junior lienholder's equity of
redemption. Unless otherwise specified in the related Prospectus Supplement,
the Master Servicer also will be required to notify any superior lienholder
in writing of the existence of the Mortgage Loan and request notification of
any action (as described below) to be taken against the mortgagor or the
Mortgaged Property by the superior lienholder. If the Master Servicer is
notified that any superior lienholder has accelerated or intends to
accelerate the obligations secured by the related Senior Lien, or has
declared or intends to declare a default under the mortgage or the promissory
note secured thereby, or has filed or intends to file an election to have the
related Mortgaged Property sold or foreclosed, then, unless otherwise
specified in the related Prospectus Supplement, the Master Servicer will be
required to take, on behalf of the related Trust Fund, whatever actions are
necessary to protect the interests of the related Certificateholders, and/or
to preserve the security of the related Mortgage Loan, subject to the
application of the REMIC Provisions. Unless otherwise specified in the
related Prospectus Supplement, the Master Servicer will be required to
advance the necessary funds to cure the default or reinstate the Senior Lien,
if such advance is in the best interests of the related Certificateholders
and the Master Servicer determines such advances are recoverable out of
payments on or proceeds of the related Mortgage Loan.
The Master Servicer for any Trust Fund, directly or through Sub-Servicers,
will also be required to perform as to the Mortgage Loans in such Trust Fund
various other customary functions of a servicer of comparable loans,
including maintaining escrow or impound accounts, if required under the
related Pooling and Servicing Agreement, for payment of taxes, insurance
premiums, ground rents and similar items, or otherwise monitoring the timely
payment of those items; attempting to collect delinquent
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payments; supervising foreclosures; negotiating modifications; conducting
property inspections on a periodic or other basis; managing (or overseeing
the management of) Mortgaged Properties acquired on behalf of such Trust Fund
through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an "REO
Property"); and maintaining servicing records relating to such Mortgage
Loans. Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer will be responsible for filing and settling claims in respect
of particular Mortgage Loans under any applicable instrument of Credit
Support. See "Description of Credit Support".
SUB-SERVICERS
A Master Servicer may delegate its servicing obligations in respect of the
Mortgage Loans serviced thereby to one or more third-party servicers (each, a
"Sub-Servicer"); provided that, unless otherwise specified in the related
Prospectus Supplement, such Master Servicer will remain obligated under the
related Pooling and Servicing Agreement. A Sub-Servicer for any series of
Certificates may be an affiliate of the Depositor or Master Servicer. Unless
otherwise provided in the related Prospectus Supplement, each sub-servicing
agreement between a Master Servicer and a Sub-Servicer (a "Sub-Servicing
Agreement") will provide for servicing of the applicable Mortgage Loans
consistent with the related Pooling and Servicing Agreement. A Master
Servicer will be required to monitor the performance of Sub-Servicers
retained by it and will have the right to remove a Sub-Servicer retained by
it at any time it considers such removal to be in the best interests of
Certificateholders.
Unless otherwise provided in the related Prospectus Supplement, a Master
Servicer will be solely liable for all fees owed by it to any Sub-Servicer,
irrespective of whether the Master Servicer's compensation pursuant to the
related Pooling and Servicing Agreement is sufficient to pay such fees. Each
Sub-Servicer will be reimbursed by the Master Servicer that retained it for
certain expenditures which it makes, generally to the same extent the Master
Servicer would be reimbursed under a Pooling and Servicing Agreement. See
"--Certificate Account" and "--Servicing Compensation and Payment of
Expenses".
SPECIAL SERVICERS
To the extent so specified in the related Prospectus Supplement, one or
more Special Servicers may be a party to the related Pooling and Servicing
Agreement or may be appointed by the Master Servicer or another specified
party. A Special Servicer for any series of Certificates may be an affiliate
of the Depositor or the Master Servicer and may hold, or be affiliated with
the holder of, Subordinate Certificates of such series. A Special Servicer
may be entitled to any of the rights, and subject to any of the obligations,
described herein in respect of a Master Servicer. In general, a Special
Servicer's duties will relate to defaulted Mortgage Loans, including
instituting foreclosures and negotiating work-outs. The related Prospectus
Supplement will describe the rights, obligations and compensation of any
Special Servicer for a particular series of Certificates. The Master Servicer
will be liable for the performance of a Special Servicer only if, and to the
extent, set forth in the related Prospectus Supplement. In certain cases the
Master Servicer may be appointed the Special Servicer.
CERTIFICATE ACCOUNT
General. The Master Servicer, the Trustee and/or a Special Servicer will,
as to each Trust Fund that includes Mortgage Loans, establish and maintain or
cause to be established and maintained the corresponding Certificate Account,
which will be established so as to comply with the standards of each Rating
Agency that has rated any one or more classes of Certificates of the related
series. A Certificate Account may be maintained as an interest-bearing or a
non-interest-bearing account and the funds held therein may be invested
pending each succeeding Distribution Date in United States government
securities and other obligations that are acceptable to each Rating Agency
that has rated any one or more classes of Certificates of the related series
("Permitted Investments"). Unless otherwise provided in the related
Prospectus Supplement, any interest or other income earned on funds in a
Certificate Account will be paid to the related Master Servicer, Trustee or
Special Servicer (if any) as additional compensation. A Certificate Account
may be maintained with the related Master Servicer, Special
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Servicer or Mortgage Asset Seller or with a depository institution that is an
affiliate of any of the foregoing or of the Depositor, provided that it
complies with applicable Rating Agency standards. If permitted by the
applicable Rating Agency or Agencies, a Certificate Account may contain funds
relating to more than one series of mortgage pass-through certificates and
may contain other funds representing payments on mortgage loans owned by the
related Master Servicer or Special Servicer (if any) or serviced by either on
behalf of others.
Deposits. Unless otherwise provided in the related Pooling and Servicing
Agreement and described in the related Prospectus Supplement, the following
payments and collections received or made by the Master Servicer, the Trustee
or any Special Servicer subsequent to the Cut-off Date (other than payments
due on or before the Cut-off Date) are to be deposited in the Certificate
Account for each Trust Fund that includes Mortgage Loans, within a certain
period following receipt (in the case of collections on or in respect of the
Mortgage Loans) or otherwise as provided in the related Pooling and Servicing
Agreement:
(i) all payments on account of principal, including principal
prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, including
any default interest collected, in each case net of any portion thereof
retained by the Master Servicer or any Special Servicer as its servicing
compensation or as compensation to the Trustee;
(iii) all proceeds received under any hazard, title or other insurance
policy that provides coverage with respect to a Mortgaged Property or the
related Mortgage Loan (other than proceeds applied to the restoration of
the property or released to the related borrower) (collectively,
"Insurance Proceeds"), all proceeds received in connection with the
condemnation or other governmental taking of all or any portion of a
Mortgaged Property (other than proceeds applied to the restoration of the
property or released to the related borrower) (collectively, "Condemnation
Proceeds"), and all other amounts received and retained in connection with
the liquidation of defaulted Mortgage Loans or property acquired in
respect thereof, by foreclosure or otherwise (such amounts, together with
those amounts listed in clause (vii) below, "Liquidation Proceeds"),
together with the net operating income (less reasonable reserves for
future expenses) derived from the operation of any Mortgaged Properties
acquired by the Trust Fund through foreclosure or otherwise;
(iv) any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related series of Certificates;
(v) any advances made with respect to delinquent scheduled payments of
principal and interest on the Mortgage Loans;
(vi) any amounts paid under any Cash Flow Agreement;
(vii) all proceeds of the purchase of any Mortgage Loan, or property
acquired in respect thereof, by the Depositor, any Mortgage Asset Seller
or any other specified person as described under "--Assignment of Mortgage
Loans; Repurchases" and "--Representations and Warranties; Repurchases",
all proceeds of the purchase of any defaulted Mortgage Loan as described
under "--Realization Upon Defaulted Mortgage Loans", and all proceeds of
any Mortgage Asset purchased as described under "Description of the
Certificates--Termination; Retirement of Certificates";
(viii) to the extent that any such item does not constitute additional
servicing compensation to the Master Servicer or a Special Servicer and is
not otherwise retained by the Depositor or another specified person, any
payments on account of modification or assumption fees, late payment
charges, Prepayment Premiums or Equity Participations with respect to the
Mortgage Loans;
(ix) all payments required to be deposited in the Certificate Account
with respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance Policies";
(x) any amount required to be deposited by the Master Servicer or the
Trustee in connection with losses realized on investments for the benefit
of the Master Servicer or the Trustee, as the case may be, of funds held
in the Certificate Account; and
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(xi) any other amounts required to be deposited in the Certificate
Account as provided in the related Pooling and Servicing Agreement and
described in the related Prospectus Supplement.
Withdrawals. Unless otherwise provided in the related Pooling and
Servicing Agreement and described in the related Prospectus Supplement, a
Master Servicer, Trustee or Special Servicer may make withdrawals from the
Certificate Account for each Trust Fund that includes Mortgage Loans for any
of the following purposes:
(i) to make distributions to the Certificateholders on each Distribution
Date;
(ii) to pay the Master Servicer or a Special Servicer any servicing fees
not previously retained thereby, such payment to be made out of payments
and other collections of interest on the particular Mortgage Loans as to
which such fees were earned;
(iii) to reimburse the Master Servicer, a Special Servicer or any other
specified person for unreimbursed advances of delinquent scheduled
payments of principal and interest made by it, and certain unreimbursed
servicing expenses incurred by it, with respect to Mortgage Loans in the
Trust Fund and properties acquired in respect thereof, such reimbursement
to be made out of amounts that represent late payments collected on the
particular Mortgage Loans, Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds collected on the particular Mortgage Loans and
properties, and net income collected on the particular properties, with
respect to which such advances were made or such expenses were incurred or
out of amounts drawn under any form of Credit Support with respect to such
Mortgage Loans and properties, or if in the judgment of the Master
Servicer, the Special Servicer or such other person, as applicable, such
advances and/or expenses will not be recoverable from such amounts, such
reimbursement to be made from amounts collected on other Mortgage Loans in
the same Trust Fund or, if and to the extent so provided by the related
Pooling and Servicing Agreement and described in the related Prospectus
Supplement, only from that portion of amounts collected on such other
Mortgage Loans that is otherwise distributable on one or more classes of
Subordinate Certificates of the related series;
(iv) if and to the extent described in the related Prospectus Supplement,
to pay the Master Servicer, a Special Servicer or any other specified
person interest accrued on the advances and servicing expenses described
in clause (iii) above incurred by it while such remain outstanding and
unreimbursed;
(v) to pay for costs and expenses incurred by the Trust Fund for
environmental site assessments performed with respect to Mortgaged
Properties that constitute security for defaulted Mortgage Loans, and for
any containment, clean-up or remediation of hazardous wastes and materials
present on such Mortgaged Properties, as described under "--Realization
Upon Defaulted Mortgage Loans";
(vi) to reimburse the Master Servicer, the Depositor, the Trustee, or any
of their respective directors, officers, employees and agents, as the case
may be, for certain expenses, costs and liabilities incurred thereby, as
and to the extent described under "--Certain Matters Regarding the Master
Servicer and the Depositor" and "--Certain Matters Regarding the Trustee";
(vii) if and to the extent described in the related Prospectus
Supplement, to pay the fees of the Trustee and any provider of Credit
Support;
(viii) if and to the extent described in the related Prospectus
Supplement, to reimburse prior draws on any form of Credit Support;
(ix) to pay the Master Servicer, a Special Servicer or the Trustee, as
appropriate, interest and investment income earned in respect of amounts
held in the Certificate Account as additional compensation;
(x) to pay any servicing expenses not otherwise required to be advanced
by the Master Servicer, a Special Servicer or any other specified person;
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(xi) if one or more elections have been made to treat the Trust Fund or
designated portions thereof as a REMIC, to pay any federal, state or local
taxes imposed on the Trust Fund or its assets or transactions, as and to
the extent described under "Certain Federal Income Tax
Consequences--REMICs--Prohibited Transactions Tax and Other Taxes";
(xii) to pay for the cost of various opinions of counsel obtained
pursuant to the related Pooling and Servicing Agreement for the benefit of
Certificateholders;
(xiii) to make any other withdrawals permitted by the related Pooling and
Servicing Agreement and described in the related Prospectus Supplement;
and
(xiv) to clear and terminate the Certificate Account upon the termination
of the Trust Fund.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
If a default on a Mortgage Loan has occurred or, in the Master Servicer's
judgment, a payment default is imminent, the Master Servicer, on behalf of
the Trustee, may at any time institute foreclosure proceedings, exercise any
power of sale contained in the related Mortgage, obtain a deed in lieu of
foreclosure, or otherwise acquire title to the related Mortgaged Property, by
operation of law or otherwise. Unless otherwise specified in the related
Prospectus Supplement, the Master Servicer may not, however, acquire title to
any Mortgaged Property, have a receiver of rents appointed with respect to
any Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the related series
of Certificateholders, or any other specified person to be considered to hold
title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an
"operator" of such Mortgaged Property within the meaning of certain federal
environmental laws, unless the Master Servicer has previously received a
report prepared by a person who regularly conducts environmental audits
(which report will be an expense of the Trust Fund) and either:
(i) such report indicates that (a) the Mortgaged Property is in
compliance with applicable environmental laws and regulations and (b)
there are no circumstances or conditions present at the Mortgaged Property
that have resulted in any contamination for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any applicable environmental laws and regulations; or
(ii) the Master Servicer, based solely (as to environmental matters and
related costs) on the information set forth in such report, determines
that taking such actions as are necessary to bring the Mortgaged Property
into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i)(b) above, is reasonably
likely to produce a greater recovery, taking into account the time value
of money, than not taking such actions. See "Certain Legal Aspects of
Mortgage Loans--Environmental Considerations".
A Pooling and Servicing Agreement may grant to the Master Servicer, a
Special Servicer, a provider of Credit Support and/or the holder or holders
of certain classes of the related series of Certificates a right of first
refusal to purchase from the Trust Fund, at a predetermined purchase price
(which, if insufficient to fully fund the entitlements of Certificateholders
to principal and interest thereon, will be specified in the related
Prospectus Supplement), any Mortgage Loan as to which a specified number of
scheduled payments are delinquent. In addition, unless otherwise specified in
the related Prospectus Supplement, the Master Servicer may offer to sell any
defaulted Mortgage Loan if and when the Master Servicer determines,
consistent with its normal servicing procedures, that such a sale would
produce a greater recovery, taking into account the time value of money, than
would liquidation of the related Mortgaged Property. In the absence of any
such sale, the Master Servicer will generally be required to proceed against
the related Mortgaged Property, subject to the discussion below.
Unless otherwise provided in the related Prospectus Supplement, if title
to any Mortgaged Property is acquired by a Trust Fund as to which a REMIC
election has been made, the Master Servicer, on behalf of the Trust Fund,
will be required to sell the Mortgaged Property within three full years after
the taxable year of acquisition, unless (i) the Internal Revenue Service (the
"IRS") grants an extension of time to sell such property or (ii) the Trustee
receives an opinion of independent counsel to the effect that the holding
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of the property by the Trust Fund for longer than such period will not result
in the imposition of a tax on the Trust Fund or cause the Trust Fund (or any
designated portion thereof) to fail to qualify as a REMIC under the Code at
any time that any Certificate is outstanding. Subject to the foregoing and
any other tax-related limitations, the Master Servicer will generally be
required to attempt to sell any Mortgaged Property so acquired on the same
terms and conditions it would if it were the owner. Unless otherwise provided
in the related Prospectus Supplement, if title to any Mortgaged Property is
acquired by a Trust Fund as to which a REMIC election has been made, the
Master Servicer will also be required to ensure that the Mortgaged Property
is administered so that it constitutes "foreclosure property" within the
meaning of Code Section 860G(a)(8) at all times, that the sale of such
property does not result in the receipt by the Trust Fund of any income from
non-permitted assets as described in Code Section 860F(a)(2)(B), and that the
Trust Fund does not derive any "net income from foreclosure property" within
the meaning of Code Section 860G(c)(2), with respect to such property. If the
Trust Fund acquires title to any Mortgaged Property, the Master Servicer, on
behalf of the Trust Fund, may retain an independent contractor to manage and
operate such property. The retention of an independent contractor, however,
will not relieve the Master Servicer of its obligation to manage such
Mortgaged Property as required under the related Pooling and Servicing
Agreement.
If Liquidation Proceeds collected with respect to a defaulted Mortgage
Loan are less than the outstanding principal balance of the defaulted
Mortgage Loan plus interest accrued thereon plus the aggregate amount of
reimbursable expenses incurred by the Master Servicer in connection with such
Mortgage Loan, then, to the extent that such shortfall is not covered by any
instrument or fund constituting Credit Support, the Trust Fund will realize a
loss in the amount of such shortfall. The Master Servicer will be entitled to
reimbursement out of the Liquidation Proceeds recovered on any defaulted
Mortgage Loan, prior to the distribution of such Liquidation Proceeds to
Certificateholders, amounts that represent unpaid servicing compensation in
respect of the Mortgage Loan, unreimbursed servicing expenses incurred with
respect to the Mortgage Loan and any unreimbursed advances of delinquent
payments made with respect to the Mortgage Loan. In addition, if and to the
extent set forth in the related Prospectus Supplement, amounts otherwise
distributable on the Certificates may be further reduced by interest payable
to the Master Servicer on such servicing expenses and advances.
If any Mortgaged Property suffers damage such that the proceeds, if any,
of the related hazard insurance policy are insufficient to restore fully the
damaged property, the Master Servicer will not be required to expend its own
funds to effect such restoration unless (and to the extent not otherwise
provided in the related Prospectus Supplement) it determines (i) that such
restoration will increase the proceeds to Certificateholders on liquidation
of the Mortgage Loan after reimbursement of the Master Servicer for its
expenses and (ii) that such expenses will be recoverable by it from related
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or
amounts drawn on any instrument or fund constituting Credit Support.
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related Prospectus Supplement, each
Pooling and Servicing Agreement will require the Master Servicer to use
reasonable efforts to cause each Mortgage Loan borrower to maintain a hazard
insurance policy that provides for such coverage as is required under the
related Mortgage or, if the Mortgage permits the holder thereof to dictate to
the borrower the insurance coverage to be maintained on the related Mortgaged
Property, such coverage as is consistent with the Master Servicer's normal
servicing procedures. Unless otherwise specified in the related Prospectus
Supplement, such coverage generally will be in an amount equal to the lesser
of the principal balance owing on such Mortgage Loan and the replacement cost
of the related Mortgaged Property. The ability of a Master Servicer to assure
that hazard insurance proceeds are appropriately applied may be dependent
upon its being named as an additional insured under any hazard insurance
policy and under any other insurance policy referred to below, or upon the
extent to which information concerning covered losses is furnished by
borrowers. All amounts collected by a Master Servicer under any such policy
(except for amounts to be applied to the restoration or repair of the
Mortgaged Property or released to the borrower in accordance with the Master
Servicer's normal servicing procedures and/or to the terms and conditions of
the related Mortgage and Mortgage Note) will be deposited in the related
Certificate
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Account. The Pooling and Servicing Agreement may provide that the Master
Servicer may satisfy its obligation to cause each borrower to maintain such a
hazard insurance policy by maintaining a blanket policy insuring against
hazard losses on all of the Mortgage Loans in a Trust Fund. If such blanket
policy contains a deductible clause, the Master Servicer will be required, in
the event of a casualty covered by such blanket policy, to deposit in the
related Certificate Account all additional sums that would have been
deposited therein under an individual policy but were not because of such
deductible clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by
fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and
civil commotion, subject to the conditions and exclusions specified in each
policy. Although the policies covering the Mortgaged Properties will be
underwritten by different insurers under different state laws in accordance
with different applicable state forms, and therefore will not contain
identical terms and conditions, most such policies typically do not cover any
physical damage resulting from war, revolution, governmental actions, floods
and other water-related causes, earth movement (including earthquakes,
landslides and mudflows), wet or dry rot, vermin and domestic animals.
Accordingly, a Mortgaged Property may not be insured for losses arising from
any such cause unless the related Mortgage specifically requires, or permits
the holder thereof to require, such coverage.
The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at
all times to carry insurance of a specified percentage (generally 80% to 90%)
of the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser
of (i) the replacement cost of the improvements less physical depreciation
and (ii) such proportion of the loss as the amount of insurance carried bears
to the specified percentage of the full replacement cost of such
improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Mortgage Loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the Mortgage Loan upon any sale
or other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the Mortgage Loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the Mortgage
Loan upon the creation of any other lien or encumbrance upon the Mortgaged
Property. Unless otherwise provided in the related Prospectus Supplement, the
Master Servicer will determine whether to exercise any right the Trustee may
have under any such provision in a manner consistent with the Master
Servicer's normal servicing procedures. Unless otherwise specified in the
related Prospectus Supplement, the Master Servicer will be entitled to retain
as additional servicing compensation any fee collected in connection with the
permitted transfer of a Mortgaged Property. See "Certain Legal Aspects of
Mortgage Loans--Due-on-Sale and Due-on-Encumbrance".
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related Prospectus Supplement, a Master
Servicer's primary servicing compensation with respect to a series of
Certificates will come from the periodic payment to it of a specified portion
of the interest payments on each Mortgage Loan in the related Trust Fund.
Because such compensation is generally based on a percentage of the principal
balance of each such Mortgage Loan outstanding from time to time, it will
decrease in accordance with the amortization of the Mortgage Loans. If and to
the extent described in the related Prospectus Supplement, a Master
Servicer's compensation may also include: (i) an additional specified portion
of the interest payments on each defaulted Mortgage Loan serviced by the
Master Servicer; (ii) subject to any specified limitations, a fixed
percentage of some or all of the collections and proceeds received with
respect to any defaulted Mortgage Loan as to which it negotiated a work-out
or that it liquidated; and (iii) any other amounts specified in the related
Prospectus Supplement. Unless otherwise specified in the related Prospectus
Supplement, the Master Servicer may retain, as additional compensation, all
or a portion of late payment charges, Prepayment Premiums, modification fees
and other fees collected from borrowers and any
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interest or other income that may be earned on funds held in the Certificate
Account. Any Sub-Servicer will receive a portion of the Master Servicer's
compensation as its sub-servicing compensation.
In addition to amounts payable to any Sub-Servicer, a Master Servicer may
be required, to the extent provided in the related Prospectus Supplement, to
pay from amounts that represent its servicing compensation certain expenses
incurred in connection with the administration of the related Trust Fund,
including, without limitation, payment of the fees and disbursements of
independent accountants, payment of fees and disbursements of the Trustee and
any custodians appointed thereby and payment of expenses incurred in
connection with distributions and reports to Certificateholders. Certain
other expenses, including certain expenses related to Mortgage Loan defaults
and liquidations and, to the extent so provided in the related Prospectus
Supplement, interest on such expenses at the rate specified therein, and the
fees of any Special Servicer, may be required to be borne by the Trust Fund.
EVIDENCE AS TO COMPLIANCE
Each Pooling and Servicing Agreement will provide that on or before a
specified date in each year, beginning the first such date that is at least a
specified number of months after the Cut-off Date, a firm of independent
public accountants will furnish a statement to the related Trustee to the
effect that, on the basis of an examination by such firm conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America
with respect to the servicing of commercial and multifamily mortgage loans or
the Audit Program for Mortgages serviced for FHLMC, the servicing of mortgage
loans under agreements (including the related Pooling and Servicing
Agreement) substantially similar to each other was conducted in compliance
with such agreements except for such significant exceptions or errors in
records that, in the opinion of the firm, the Uniform Single Audit Program
for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC
requires it to report. In rendering its statement such firm may rely, as to
the matters relating to the direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC
(rendered within one year of such statement) of firms of independent public
accountants with respect to those Subservicers which also have been the
subject of such an examination.
Each Pooling and Servicing Agreement will also provide that, on or before
a specified date in each year, beginning the first such date that is at least
a specified number of months after the Cut-off Date, there is to be delivered
to the related Trustee an annual statement signed by one or more officers of
the Master Servicer to the effect that, to the best knowledge of each such
officer, the Master Servicer has fulfilled in all material respects its
obligations under the Pooling and Servicing Agreement throughout the
preceding year or, if there has been a material default in the fulfillment of
any such obligation, such statement shall specify each such known default and
the nature and status thereof. Such statement may be provided as a single
form making the required statements as to more than one Pooling and Servicing
Agreement.
Unless otherwise specified in the related Prospectus Supplement, copies of
the annual accountants' statement and the annual statement of officers of a
Master Servicer may be obtained by Certificateholders upon written request to
the Trustee.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The entity servicing as Master Servicer under a Pooling and Servicing
Agreement may be an affiliate of the Depositor and may have other normal
business relationships with the Depositor or the Depositor's affiliates.
Unless otherwise specified in the related Prospectus Supplement, the Pooling
and Servicing Agreement for a series of Certificates will provide that the
Master Servicer may not resign from its obligations and duties thereunder
except upon a determination that performance of such duties is no longer
permissible under applicable law or except in connection with a permitted
transfer of servicing. No such resignation will become effective until the
Trustee or a successor servicer has assumed the Master Servicer's obligations
and duties under the Pooling and Servicing Agreement.
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Unless otherwise specified in the related Prospectus Supplement, each
Pooling and Servicing Agreement will also provide that, except as set forth
below, neither the Master Servicer, the Depositor, nor any director, officer,
employee or agent of the Master Servicer or the Depositor will be under any
liability to the Trust Fund or the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to the
Pooling and Servicing Agreement, or for errors in judgment; provided,
however, that neither the Master Servicer, the Depositor, nor any such person
will be protected against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties
thereunder. Unless otherwise specified in the related Prospectus Supplement,
each Pooling and Servicing Agreement will further provide that the Master
Servicer, the Depositor, and any director, officer, employee or agent of the
Master Servicer or the Depositor is entitled to indemnification by the Trust
Fund and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to the Pooling and
Servicing Agreement or the related series of Certificates, other than any
loss, liability or expense related to any specific Mortgage Loan or Mortgage
Loans (except any such loss, liability or expense otherwise reimbursable
pursuant to the Pooling and Servicing Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties thereunder or by reason of reckless disregard of
obligations and duties thereunder. In addition, each Pooling and Servicing
Agreement will provide that neither the Master Servicer nor the Depositor
will be under any obligation to appear in, prosecute or defend any legal or
administrative action that is not incidental to its respective duties under
the Pooling and Servicing Agreement and which in its opinion may involve it
in any expense or liability. The Master Servicer or the Depositor may,
however, in its discretion undertake any such action which it may deem
necessary or desirable with respect to the Pooling and Servicing Agreement
and the rights and duties of the parties thereto and the interests of the
Certificateholders thereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom will be expenses, costs and
liabilities of the Trust Fund, and the Master Servicer or the Depositor, as
the case may be, will be entitled to be reimbursed therefor out of funds
otherwise distributable to Certificateholders.
Any person into which the Master Servicer may be merged or consolidated,
any person resulting from any merger or consolidation to which the Master
Servicer is a party or any person succeeding to the business of the Master
Servicer will be the successor of the Master Servicer under the Pooling and
Servicing Agreement, provided that, unless otherwise specified in the related
Prospectus Supplement, (i) such person is qualified to service mortgage loans
on behalf of FNMA or FHLMC and (ii) such merger, consolidation or succession
does not adversely affect the then-current ratings of the classes of
Certificates of the related series that have been rated. In addition,
notwithstanding the prohibition on its resignation, the Master Servicer may
assign its rights under a Pooling and Servicing Agreement to any person to
whom the Master Servicer is transferring a substantial portion of its
mortgage servicing portfolio, provided clauses (i) and (ii) above are
satisfied. In the case of any such assignment, the Master Servicer will be
released from its obligations under such Pooling and Servicing Agreement,
other than liabilities and obligations incurred by it prior to the time of
such assignment.
EVENTS OF DEFAULT
Events of Default under the Pooling and Servicing Agreement in respect of
a series of Certificates, unless otherwise specified in the Prospectus
Supplement, will include, without limitation, (i) any failure by the Master
Servicer to make a required deposit to the Certificate Account or, if the
Master Servicer is so required, to distribute to the holders of any class of
Certificates of such series any required payment which continues unremedied
for 5 days after the giving of written notice of such failure to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the holders of Certificates of such class
evidencing not less than 25% of the aggregate Percentage Interests
constituting such class; (ii) any failure by the Master Servicer duly to
observe or perform in any material respect any other of its covenants or
agreements in the Pooling and Servicing Agreement with respect to such series
of Certificates which continues unremedied for 30 days after the giving of
written notice of such failure to the Master Servicer by the Trustee or the
Depositor, or to the Master Servicer, the Depositor and the Trustee by the
holders of any class of Certificates of such series evidencing not less
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than 25% of the aggregate Percentage Interests constituting such class; and
(iii) certain events of insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings regarding the Master Servicer
and certain actions by the Master Servicer indicating its insolvency or
inability to pay its obligations. Material variations to the foregoing Events
of Default (other than to add thereto or to make them more restrictive) will
be specified in the related Prospectus Supplement. A default pursuant to the
terms of any MBS included in any Trust Fund will not constitute an Event of
Default under the related Pooling and Servicing Agreement.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default remains unremedied, either the Depositor or
the Trustee may, and at the direction of the holders of Certificates
evidencing not less than 51% of the aggregate undivided interests (or, if so
specified in the related Prospectus Supplement, voting rights) in the related
Trust Fund the Trustee shall, by written notification to the Master Servicer
and to the Depositor or the Trustee, as applicable, terminate all of the
rights and obligations of the Master Servicer under the Pooling and Servicing
Agreement covering such Trust Fund and in and to the related Mortgage Loans
and the proceeds thereof (other than any rights of the Master Servicer as
Certificateholder and other than any rights of the Master Servicer to payment
and/or reimbursement for previously earned servicing fees and outstanding
advances), whereupon the Trustee or, upon notice to the Depositor and with
the Depositor's consent, its designee will succeed to all responsibilities,
duties and liabilities of the Master Servicer under such Pooling and
Servicing Agreement (other than the obligation to purchase Mortgage Loans
under certain circumstances) and will be entitled to similar compensation
arrangements. In the event that the Trustee would be obligated to succeed the
Master Servicer but is unwilling so to act, it may appoint (or if it is
unable so to act, it shall appoint) or petition a court of competent
jurisdiction for the appointment of, a FNMA-or FHLMC-approved mortgage
servicing institution with a net worth of at least $10,000,000 to act as
successor to the Master Servicer under the Pooling and Servicing Agreement
(unless otherwise set forth in the Pooling and Servicing Agreement). Pending
such appointment, the Trustee is obligated to act in such capacity. The
Trustee and such successor may agree upon the servicing compensation to be
paid, which in no event may be greater than the compensation to the initial
Master Servicer under the Pooling and Servicing Agreement.
No Certificateholder will have any right under a Pooling and Servicing
Agreement to institute any proceeding with respect to such Pooling and
Servicing Agreement unless such holder previously has given to the Trustee
written notice of default and the continuance thereof and unless the holders
of Certificates of any class evidencing not less than 25% of the aggregate
Percentage Interests constituting such class have made written request upon
the Trustee to institute such proceeding in its own name as Trustee
thereunder and have offered to the Trustee reasonable indemnity and the
Trustee for 60 days after receipt of such request and indemnity has neglected
or refused to institute any such proceeding. However, the Trustee will be
under no obligation to exercise any of the trusts or powers vested in it by
the Pooling and Servicing Agreement or to institute, conduct or defend any
litigation thereunder or in relation thereto at the request, order or
direction of any of the holders of Certificates covered by such Pooling and
Servicing Agreement, unless such Certificateholders have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby.
AMENDMENT
Each Pooling and Servicing Agreement may be amended by the parties
thereto, without the consent of any of the holders of Certificates covered by
such Pooling and Servicing Agreement, (i) to cure any ambiguity, (ii) to
correct or supplement any provision therein which may be inconsistent with
any other provision therein or to correct any error, (iii) to change the
timing and/or nature of deposits in the Certificate Account, provided that
(A) such change would not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel,
and (B) such change would not adversely affect the then-current rating of any
rated classes of Certificates, as evidenced by a letter from each applicable
Rating Agency, (iv) if a REMIC election has been made with respect to the
related Trust Fund, to modify, eliminate or add to any of its provisions (A)
to such extent as shall be necessary or
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desirable to maintain the qualification of the Trust Fund as a REMIC or to
avoid or minimize the risk of imposition of any tax on the related Trust
Fund, provided that the Trustee has received an opinion of counsel to the
effect that (1) such action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk, and (2) such action will not
adversely affect in any material respect the interests of any holder of
Certificates covered by the Pooling and Servicing Agreement, or (C) to
restrict the transfer of the REMIC Residual Certificates, provided that the
Depositor has determined that the then-current ratings of the classes of the
Certificates that have been rated will not be adversely affected, as
evidenced by a letter from each applicable Rating Agency, and that any such
amendment will not give rise to any tax with respect to the transfer of the
REMIC Residual Certificates to a non-Permitted Transferee, (v) to make any
other provisions with respect to matters or questions arising under such
Pooling and Servicing Agreement or any other change, provided that such
action will not adversely affect in any material respect the interests of any
Certificateholder, or (vi) to amend specified provisions that are not
material to holders of any class of Certificates offered hereunder.
Unless otherwise specified in the Prospectus Supplement, the Pooling and
Servicing Agreement may also be amended by the parties thereto with the
consent of the holders of Certificates of each class affected thereby
evidencing, in each case, not less than 66% of the aggregate Percentage
Interests constituting such class for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of such
Pooling and Servicing Agreement or of modifying in any manner the rights of
the holders of Certificates covered by such Pooling and Servicing Agreement,
except that no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required
to be distributed on a Certificate of any class without the consent of the
holder of such Certificate or (ii) reduce the aforesaid percentage of
Certificates of any class the holders of which are required to consent to any
such amendment without the consent of the holders of all Certificates of such
class covered by such Pooling and Servicing Agreement then outstanding.
Notwithstanding the foregoing, if a REMIC election has been made with
respect to the related Trust Fund, the Trustee will not be required to
consent to any amendment to a Pooling and Servicing Agreement without having
first received an opinion of counsel to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Depositor, the
Trustee or any other specified person in accordance with such amendment will
not result in the imposition of a tax on the related Trust Fund or cause such
Trust Fund to fail to qualify as a REMIC.
THE TRUSTEE
The Trustee under each Pooling and Servicing Agreement will be named in
the related Prospectus Supplement. The commercial bank, national banking
association, banking corporation or trust company that serves as Trustee may
have typical banking relationships with the Depositor and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee for each series of Certificates will make no representation as
to the validity or sufficiency of the related Pooling and Servicing
Agreement, the Certificates or any underlying Mortgage Asset or related
document and will not be accountable for the use or application by or on
behalf of any Master Servicer or Special Servicer of any funds paid to the
Master Servicer or Special Servicer in respect of the Certificates or the
underlying Mortgage Assets. If no Event of Default has occurred and is
continuing, the Trustee for each series of Certificates will be required to
perform only those duties specifically required under the related Pooling and
Servicing Agreement. However, upon receipt of any of the various
certificates, reports or other instruments required to be furnished to it
pursuant to the related Pooling and Servicing Agreement, a Trustee will be
required to examine such documents and to determine whether they conform to
the requirements of such agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As and to the extent described in the related Prospectus Supplement, the
fees and normal disbursements of any Trustee may be the expense of the
related Master Servicer or other specified person or may be required to be
borne by the related Trust Fund.
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Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such series, for any loss,
liability or expense incurred by the Trustee in connection with the Trustee's
acceptance or administration of its trusts under the related Pooling and
Servicing Agreement; provided, however, that such indemnification will not
extend to any loss liability or expense incurred by reason of willful
misfeasance, bad faith or negligence on the part of the Trustee in the
performance of its obligations and duties thereunder, or by reason of its
reckless disregard of such obligations or duties.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to execute any of
its trusts or powers under the related Pooling and Servicing Agreement or
perform any of this duties thereunder either directly or by or through agents
or attorneys.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The Trustee may resign at any time, in which event the Depositor will be
obligated to appoint a successor Trustee. The Depositor may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the Trustee becomes insolvent. Upon
becoming aware of such circumstances, the Depositor will be obligated to
appoint a successor Trustee. The Trustee may also be removed at any time by
the holders of Certificates evidencing not less than 51% of the aggregate
undivided interests (or, if so specified in the related Prospectus
Supplement, voting rights) in the related Trust Fund. Any resignation or
removal of the Trustee and appointment of a successor Trustee will not become
effective until acceptance of the appointment by the successor Trustee.
DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit Support may be provided with respect to one or more classes of the
Certificates of any series, or with respect to the related Mortgage Assets.
Credit Support may be in the form of a letter of credit, the subordination of
one or more classes of Certificates, the use of a pool insurance policy or
guarantee insurance, the establishment of one or more reserve funds or
another method of Credit Support described in the related Prospectus
Supplement, or any combination of the foregoing. If and to the extent so
provided in the related Prospectus Supplement, any of the foregoing forms of
Credit Support may provide credit enhancement for more than one series of
Certificates.
Unless otherwise provided in the related Prospectus Supplement for a
series of Certificates, the Credit Support will not provide protection
against all risks of loss and will not guarantee payment to
Certificateholders of all amounts to which they are entitled under the
related Pooling and Servicing Agreement. If losses or shortfalls occur that
exceed the amount covered by the related Credit Support or that are of a type
not covered by such Credit Support, Certificateholders will bear their
allocable share of deficiencies. Moreover, if a form of Credit Support covers
the Offered Certificates of more than one series and losses on the related
Mortgage Assets exceed the amount of such Credit Support, it is possible that
the holders of Offered Certificates of one (or more) such series will be
disproportionately benefited by such Credit Support to the detriment of the
holders of Offered Certificates of one (or more) other such series.
If Credit Support is provided with respect to one or more classes of
Certificates of a series, or with respect to the related Mortgage Assets, the
related Prospectus Supplement will include a description of (i) the nature
and amount of coverage under such Credit Support, (ii) any conditions to
payment thereunder not otherwise described herein, (iii) the conditions (if
any) under which the amount of coverage under such Credit Support may be
reduced and under which such Credit Support may be terminated or replaced and
(iv) the material provisions relating to such Credit Support. Additionally,
the related Prospectus Supplement will set forth certain information with
respect to the obligor, if any, under any instrument of Credit Support. See
"Risk Factors--Credit Support Limitations".
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SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more classes
of Certificates of a series may be Subordinate Certificates. To the extent
specified in the related Prospectus Supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the Certificate
Account on any Distribution Date will be subordinated to the corresponding
rights of the holders of Senior Certificates. If so provided in the related
Prospectus Supplement, the subordination of a class may apply only in the
event of certain types of losses or shortfalls. The related Prospectus
Supplement will set forth information concerning the method and amount of
subordination provided by a class or classes of Subordinate Certificates in a
series and the circumstances under which such subordination will be
available.
If the Mortgage Assets in any Trust Fund are divided into separate groups,
each supporting a separate class or classes of Certificates of the related
series, Credit Support may be provided by cross-support provisions requiring
that distributions be made on Senior Certificates evidencing interests in one
group of Mortgage Assets prior to distributions on Subordinate Certificates
evidencing interests in a different group of Mortgage Assets within the Trust
Fund. The Prospectus Supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such
provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the Prospectus Supplement for a series of Certificates,
Mortgage Loans included in the related Trust Fund will be covered for certain
default risks by insurance policies or guarantees. The related Prospectus
Supplement will describe the nature of such default risks and the extent of
such coverage.
LETTER OF CREDIT
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or other financial institution specified in such Prospectus Supplement
(the "Letter of Credit Bank"). Under a letter of credit, the Letter of Credit
Bank will be obligated to honor draws thereunder in an aggregate fixed dollar
amount, net of unreimbursed payments thereunder, generally equal to a
percentage specified in the related Prospectus Supplement of the aggregate
principal balance of the Mortgage Assets on the related Cut-off Date or of
the initial aggregate Certificate Balance of one or more classes of
Certificates. If so specified in the related Prospectus Supplement, the
letter of credit may permit draws only in the event of certain types of
losses and shortfalls. The amount available under the letter of credit will,
in all cases, be reduced to the extent of the unreimbursed payments
thereunder and may otherwise be reduced as described in the related
Prospectus Supplement. The obligations of the Letter of Credit Bank under the
letter of credit for each series of Certificates will expire at the earlier
of the date specified in the related Prospectus Supplement or the termination
of the Trust Fund.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by insurance policies or surety bonds
provided by one or more insurance companies or sureties. Such instruments may
cover, with respect to one or more classes of Certificates of the related
series, timely distributions of interest or distributions of principal on the
basis of a schedule of principal distributions set forth in or determined in
the manner specified in the related Prospectus Supplement. The related
Prospectus Supplement will describe any limitations on the draws that may be
made under any such instrument.
RESERVE FUNDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered (to the extent of available funds) by one or
more reserve funds in which cash, a letter of credit, Permitted Investments,
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a demand note or a combination thereof will be deposited, in the amounts
specified in such Prospectus Supplement. If so specified in the related
Prospectus Supplement, the reserve fund for a series may also be funded over
time by a specified amount of certain collections received on the related
Mortgage Assets.
Amounts on deposit in any reserve fund for a series will be applied for
the purposes, in the manner, and to the extent specified in the related
Prospectus Supplement. If so specified in the related Prospectus Supplement,
reserve funds may be established to provide protection only against certain
types of losses and shortfalls. Following each Distribution Date, amounts in
a reserve fund in excess of any amount required to be maintained therein may
be released from the reserve fund under the conditions and to the extent
specified in the related Prospectus Supplement.
If so specified in the related Prospectus Supplement, amounts deposited in
any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related Prospectus Supplement, any reinvestment income or
other gain from such investments will be credited to the related reserve fund
for such series, and any loss resulting from such investments will be charged
to such reserve fund. However, such income may be payable to any related
Master Servicer or another service provider as additional compensation for
its services. The reserve fund, if any, for a series will not be a part of
the Trust Fund unless otherwise specified in the related Prospectus
Supplement.
CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the Prospectus Supplement for a series of Certificates,
any MBS included in the related Trust Fund and/or the related underlying
mortgage loans may be covered by one or more of the types of Credit Support
described herein. The related Prospectus Supplement will specify, as to each
such form of Credit Support, the information indicated above with respect
thereto, to the extent such information is material and available.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential
properties. Because such legal aspects are governed by applicable state law
(which laws may differ substantially), the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the
laws of all states in which the security for the Mortgage Loans (or mortgage
loans underlying any MBS) is situated. Accordingly, the summaries are
qualified in their entirety by reference to the applicable laws of those
states. See "Description of the Trust Funds--Mortgage Loans". For purposes of
the following discussion, "Mortgage Loan" includes a mortgage loan underlying
an MBS.
GENERAL
Each Mortgage Loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the
prevailing practice and law in the state in which the related Mortgaged
Property is located. Mortgages, deeds of trust and deeds to secure debt are
herein collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered thereby, and
represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on the terms of the mortgage and, in some cases, on the
terms of separate subordination agreements or intercreditor agreements with
others that hold interests in the real property, the knowledge of the parties
to the mortgage and, generally, the order of recordation of the mortgage in
the appropriate public recording office. However, the lien of a recorded
mortgage will generally be subordinate to later-arising liens for real estate
taxes and assessments and other charges imposed under governmental police
powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In contrast,
a deed of trust is a three-party instrument, among
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a trustor (the equivalent of a borrower), a trustee to whom the real property
is conveyed, and a beneficiary (the lender) for whose benefit the conveyance
is made. Under a deed of trust, the trustor grants the property, irrevocably
until the debt is paid, in trust and generally with a power of sale, to the
trustee to secure repayment of the indebtedness evidenced by the related
note. A deed to secure debt typically has two parties, pursuant to which the
borrower, or grantor, conveys title to the real property to the grantee, or
lender, generally with a power of sale, until such time as the debt is
repaid. In a case where the borrower is a land trust, there would be an
additional party because legal title to the property is held by a land
trustee under a land trust agreement for the benefit of the borrower. At
origination of a mortgage loan involving a land trust, the borrower may
execute a separate undertaking to make payments on the mortgage note. In no
event is the land trustee personally liable for the mortgage note obligation.
The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by the express provisions of the related instrument, the law of the
state in which the real property is located, certain federal laws and, in
some deed of trust transactions, the directions of the beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived therefrom, while (unless rents are to be paid directly
to the lender) retaining a revocable license to collect the rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed
receiver before becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels
or motels constitute loan security, the rates are generally pledged by the
borrower as additional security for the loan. In general, the lender must
file financing statements in order to perfect its security interest in the
room rates and must file continuation statements, generally every five years,
to maintain perfection of such security interest. In certain cases, Mortgage
Loans secured by hotels or motels may be included in a Trust Fund even if the
security interest in the room rates was not perfected or the requisite UCC
filings were allowed to lapse. Even if the lender's security interest in room
rates is perfected under applicable non-bankruptcy law, it will generally be
required to commence a foreclosure action or otherwise take possession of the
property in order to enforce its rights to collect the room rates following a
default. In the bankruptcy setting, however, the lender will be stayed from
enforcing its rights to collect room rates, but those room rates (in light of
certain revisions to the Bankruptcy Code which are effective for all
bankruptcy cases commenced on or after October 22, 1994) constitute "cash
collateral" and therefore cannot be used by the bankruptcy debtor without a
hearing or lender's consent and unless the lender's interest in the room
rates is given adequate protection (e.g., cash payment for otherwise
encumbered funds or a replacement lien on unencumbered property, in either
case equal in value to the amount of room rates that the debtor proposes to
use, or other similar relief). See "--Bankruptcy Laws".
PERSONALTY
In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the
borrower and not previously pledged) may constitute a significant portion of
the property's value as security. The creation and enforcement of liens on
personal property are governed by the UCC. Accordingly, if a borrower pledges
personal property as security for a mortgage loan, the lender generally must
file UCC financing statements in order to perfect its security interest
therein, and must file continuation statements, generally every five years,
to maintain that perfection. In certain cases, Mortgage Loans secured in part
by personal property may be included in a Trust Fund even if the security
interest in such personal property was not perfected or the requisite UCC
filings were allowed to lapse.
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FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal
remedies under the mortgage. If the borrower defaults in payment or
performance of its obligations under the note or mortgage, the lender has the
right to institute foreclosure proceedings to sell the real property at
public auction to satisfy the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the
mortgage instrument. Other foreclosure procedures are available in some
states, but they are either infrequently used or available only in limited
circumstances.
A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action
is initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the
lender's right to foreclose is contested, the legal proceedings can be
time-consuming. Upon successful completion of a judicial foreclosure
proceeding, the court generally issues a judgment of foreclosure and appoints
a referee or other officer to conduct a public sale of the mortgaged
property, the proceeds of which are used to satisfy the judgment. Such sales
are made in accordance with procedures that vary from state to state.
Equitable and Other Limitations on Enforceability of Certain
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects
of mortgage defaults perceived as harsh or unfair. Relying on such
principles, a court may alter the specific terms of a loan to the extent it
considers necessary to prevent or remedy an injustice, undue oppression or
overreaching, or may require the lender to undertake affirmative actions to
determine the cause of the borrower's default and the likelihood that the
borrower will be able to reinstate the loan. In some cases, courts have
substituted their judgment for the lender's and have required that lenders
reinstate loans or recast payment schedules in order to accommodate borrowers
who are suffering from a temporary financial disability. In other cases,
courts have limited the right of the lender to foreclose in the case of a
nonmonetary default, such as a failure to adequately maintain the mortgaged
property or an impermissible further encumbrance of the mortgaged property.
Finally, some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have upheld the reasonableness
of the notice provisions or have found that a public sale under a mortgage
providing for a power of sale does not involve sufficient state action to
trigger constitutional protections.
In addition, some states may have statutory protection such as the right
of the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.
Non-Judicial Foreclosure/Power of Sale. In states permitting non-judicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a non-judicial trustee's sale pursuant to a power of sale
typically granted in the deed of trust. A power of sale may also be contained
in any other type of mortgage instrument if applicable law so permits. A
power of sale under a deed of trust allows a non-judicial public sale to be
conducted generally following a request from the beneficiary/lender to the
trustee to sell the property upon default by the borrower and after notice of
sale is given in accordance with the terms of the mortgage and applicable
state law. In some states, prior to such sale, the trustee under the deed of
trust must record a notice of default and notice of sale and send a copy to
the borrower and to any other party who has recorded a request for a copy of
a notice of default and notice of sale. In addition, in some states the
trustee must provide notice to any other party having an interest of record
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in the real property, including junior lienholders. A notice of sale must be
posted in a public place and, in most states, published for a specified
period of time in one or more newspapers. The borrower or junior lienholder
may then have the right, during a reinstatement period required in some
states, to cure the default by paying the entire actual amount in arrears
(without regard to the acceleration of the indebtedness), plus the lender's
expenses incurred in enforcing the obligation. In other states, the borrower
or the junior lienholder is not provided a period to reinstate the loan, but
has only the right to pay off the entire debt to prevent the foreclosure
sale. Generally, state law governs the procedure for public sale, the parties
entitled to notice, the method of giving notice and the applicable time
periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property (due to, among other things, redemption
rights that may exist) and because of the possibility that physical
deterioration of the property may have occurred during the foreclosure
proceedings. Therefore, it is common for the lender to purchase the mortgaged
property for an amount equal to the secured indebtedness and accrued and
unpaid interest plus the expenses of foreclosure, in which event the
borrower's debt will be extinguished, or for a lesser amount in order to
preserve its right to seek a deficiency judgment if such is available under
state law and under the terms of the Mortgage Loan documents. (The Mortgage
Loans, however, are generally expected to be non-recourse. See "Risk
Factors--Investment in Commercial and Multifamily Mortgage Loans".)
Thereafter, subject to the borrower's right in some states to remain in
possession during a redemption period, the lender will become the owner of
the property and have both the benefits and burdens of ownership, including
the obligation to pay debt service on any senior mortgages, to pay taxes, to
obtain casualty insurance and to make such repairs as are necessary to render
the property suitable for sale. The costs of operating and maintaining a
commercial or multifamily residential property may be significant and may be
greater than the income derived from that property. The lender also will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale or lease of the property. Depending
upon market conditions, the ultimate proceeds of the sale of the property may
not equal the lender's investment in the property. Moreover, because of the
expenses associated with acquiring, owning and selling a mortgaged property,
a lender could realize an overall loss on a mortgage loan even if the
mortgaged property is sold at foreclosure, or resold after it is acquired
through foreclosure, for an amount equal to the full outstanding principal
amount of the loan plus accrued interest.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure
of its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full
amount of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of
the foreclosing lender, from exercise of their "equity of redemption". The
doctrine of equity of redemption provides that, until the property encumbered
by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate
to that of the foreclosing lender have an equity of redemption and may redeem
the property by paying the entire debt with interest. Those having an equity
of redemption must generally be made parties and joined in the foreclosure
proceeding in order for their equity of redemption to be terminated.
The equity of redemption is a common-law (non-statutory) right which
should be distinguished from post-sale statutory rights of redemption. In
some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to redeem the property. In some states, statutory redemption
may occur only upon payment of the foreclosure sale price. In other states,
redemption may be permitted if the former borrower pays only a portion of the
sums due. The effect of a statutory right of redemption is to diminish the
ability of the lender to sell the foreclosed property because the exercise of
a right of redemption would defeat the title of any purchaser through a
foreclosure. Consequently, the practical effect of the redemption right is to
force the
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lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be
limited to the Mortgaged Property and such other assets, if any, that were
pledged to secure the Mortgage Loan. However, even if a mortgage loan by its
terms provides for recourse to the borrower's other assets, a lender's
ability to realize upon those assets may be limited by state law. For
example, in some states a lender cannot obtain a deficiency judgment against
the borrower following foreclosure or sale under a deed of trust. A
deficiency judgment is a personal judgment against the former borrower equal
to the difference between the net amount realized upon the public sale of the
real property and the amount due to the lender. Other statutes may require
the lender to exhaust the security afforded under a mortgage before bringing
a personal action against the borrower. In certain other states, the lender
has the option of bringing a personal action against the borrower on the debt
without first exhausting such security; however, in some of those states, the
lender, following judgment on such personal action, may be deemed to have
elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders in those states where such an election of
remedy provision exists will usually proceed first against the security.
Finally, other statutory provisions, designed to protect borrowers from
exposure to large deficiency judgments that might result from bidding at
below-market values at the foreclosure sale, limit any deficiency judgment to
the excess of the outstanding debt over the fair market value of the property
at the time of the sale.
Leasehold Considerations. Mortgage Loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to certain risks not associated with mortgage loans secured by a
lien on the fee estate of the borrower. The most significant of these risks
is that if the borrower's leasehold were to be terminated upon a lease
default, the leasehold mortgagee would lose its security. This risk may be
lessened if the ground lease requires the lessor to give the leasehold
mortgagee notices of lessee defaults and an opportunity to cure them, permits
the leasehold estate to be assigned to and by the leasehold mortgagee or the
purchaser at a foreclosure sale, and contains certain other protective
provisions typically included in a "mortgageable" ground lease. Certain
Mortgage Loans, however, may be secured by ground leases which do not contain
these provisions.
Cross-Collateralization. Certain of the Mortgage Loans may be secured by
more than one mortgage covering properties located in more than one state.
Because of various state laws governing foreclosure or the exercise of a
power of sale and because, in general, foreclosure actions are brought in
state court and the courts of one state cannot exercise jurisdiction over
property in another state, it may be necessary upon a default under a
cross-collateralized Mortgage Loan to foreclose on the related mortgages in a
particular order rather than simultaneously in order to ensure that the lien
of the mortgages is not impaired or released.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to
enforce a deficiency judgment. For example, under the Bankruptcy Code,
virtually all actions (including foreclosure actions and deficiency judgment
proceedings) to collect a debt are automatically stayed upon the filing of
the bankruptcy petition and, often, no interest or principal payments are
made during the course of the bankruptcy case. The delay and the consequences
thereof caused by such automatic stay can be significant. Also, under the
Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a
junior lienor may stay the senior lender from taking action to foreclose out
such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender are met, the amount and terms of a
mortgage loan secured by a lien on property of the debtor may be modified
under certain circumstances. For example, the outstanding amount of the loan
may be reduced to the then-current value of the property (with a
corresponding partial reduction of the amount of lender's security interest)
pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the
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lender a general unsecured creditor for the difference between such value and
the outstanding balance of the loan. Other modifications may include the
reduction in the amount of each scheduled payment, by means of a reduction in
the rate of interest and/or an alteration of the repayment schedule (with or
without affecting the unpaid principal balance of the loan), and/or by an
extension (or shortening) of the term to maturity. Some bankruptcy courts
have approved plans, based on the particular facts of the reorganization
case, that effected the cure of a mortgage loan default by paying arrearages
over a number of years. Also, a bankruptcy court may permit a debtor, through
its rehabilitative plan, to reinstate a loan mortgage payment schedule even
if the lender has obtained a final judgment of foreclosure prior to the
filing of the debtor's petition.
Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's
assignment of rents and leases related to the mortgaged property. Under the
Bankruptcy Code, a lender may be stayed from enforcing the assignment, and
the legal proceedings necessary to resolve the issue could be time-consuming,
with resulting delays in the lender's receipt of the rents. Recent amendments
to the Bankruptcy code, however, may minimize the impairment of the lender's
ability to enforce the borrower's assignment of rents and leases. In addition
to the inclusion of hotel revenues within the definition of "cash collateral"
as noted previously in the section entitled "--Leases and Rents", the
amendments provide that a pre-petition security interest in rents or hotel
revenues is designed to overcome those cases holding that a security interest
in rents is unperfected under the laws of certain states until the lender has
taken some further action, such as commencing foreclosure or obtaining a
receiver prior to activation of the assignment of rents.
If a borrower's ability to make payment on a mortgage loan is dependent on
its receipt of rent payments under a lease of the related property, that
ability may be impaired by the commencement of a bankruptcy case relating to
a lessee under such lease. Under the Bankruptcy Code, the filing of a
petition in bankruptcy by or on behalf of a lessee results in a stay in
bankruptcy against the commencement or continuation of any state court
proceeding for past due rent, for accelerated rent, for damages or for a
summary eviction order with respect to a default under the lease that
occurred prior to the filing of the lessee's petition. In addition, the
Bankruptcy Code generally provides that a trustee or debtor-in-possession
may, subject to approval of the court, (i) assume the lease and retain it or
assign it to a third party or (ii) reject the lease. If the lease is assumed,
the trustee or debtor-in-possession (or assignee, if applicable) must cure
any defaults under the lease, compensate the lessor for its losses and
provide the lessor with "adequate assurance" of future performance. Such
remedies may be insufficient, and any assurances provided to the lessor may,
in fact, be inadequate. If the lease is rejected, the lessor will be treated
as an unsecured creditor with respect to its claim for damages for
termination of the lease. The Bankruptcy Code also limits a lessor's damages
for lease rejection to the rent reserved by the lease (without regard to
acceleration) for the greater of one year, or 15%, not to exceed three years,
of the remaining term of the lease.
ENVIRONMENTAL CONSIDERATIONS
General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties
that are or have been used for industrial, manufacturing, military or
disposal activity. Such environmental risks include the possible diminution
of the value of a contaminated property or, as discussed below, potential
liability for clean-up costs or other remedial actions that could exceed the
value of the property or the amount of the lender's loan. In certain
circumstances, a lender may decide to abandon a contaminated mortgaged
property as collateral for its loan rather than foreclose and risk liability
for clean-up costs.
Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several
states, such a lien has priority over all existing liens, including those of
existing mortgages. In these states, the lien of a mortgage may lose its
priority to such a "superlien".
CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators" of contaminated real property for
the costs of clean-up. A secured lender may be liable as an "owner"
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or "operator" of a contaminated mortgaged property if agents or employees of
the lender have participated in the management of such mortgaged property or
the operations of the borrower. Such liability may exist even if the lender
did not cause or contribute to the contamination and regardless of whether
the lender has actually taken possession of a mortgaged property through
foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such
liability is not limited to the original or unamortized principal balance of
a loan or to the value of the property securing a loan. Excluded from
CERCLA's definition of "owner" or "operator", however, is a person "who
without participating in the management of the facility, holds indicia of
ownership primarily to protect his security interest". This is the so called
"secured creditor exemption".
The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Act") amended, among other things, the provisions of CERCLA with
respect to lender liability and the secured creditor exemption. The Act
offers substantial protection to lenders by defining the activities in which
a lender can engage and still have the benefit of the secured creditor
exemption. In order for a lender to be deemed to have participated in the
management of a mortgaged property, the lender must actually participate in
the operational affairs of the property of the borrower. The Act provides
that "merely having the capacity to influence, or unexercised right to
control" operations does not constitute participation in management. A lender
will lose the protection of the secured creditor exemption only if it
exercises decision-making control over the borrower's environmental
compliance and hazardous substance handling and disposal practices, or
assumes day-to-day management of all operational functions of the mortgaged
property. The Act also provides that a lender will continue to have the
benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a
deed-in-lieu of foreclosure provided that the lender seeks to sell the
mortgaged property at the earliest practicable commercially reasonable time
on commercially reasonable terms.
Certain Other Federal and State Laws. Many states have statutes similar to
CERCLA, and not all of those statutes provide for a secured creditor
exemption. In addition, under federal law, there is potential liability
relating to hazardous wastes and underground storage tanks under the federal
Resource Conservation and Recovery Act ("RCRA").
In addition, the definition of "hazardous substances" under CERCLA
specifically excludes petroleum products. Subtitle I of RCRA governs
underground petroleum storage tanks. Under the Act the protections accorded
to lenders under CERCLA are also accorded to the holders of security
interests in underground storage tanks. It should be noted, however, that
liability for cleanup of petroleum contamination may be governed by state
law, which may not provide for any specific protection for secured creditors.
In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination prior to transfer. In these cases, a lender
that becomes the owner of a property through foreclosure, deed in lieu of
foreclosure or otherwise, may be required to clean up the contamination
before selling or otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law
causes of action (for example, actions based on nuisance or on toxic tort
resulting in death, personal injury or damage to property) related to
hazardous environmental conditions on a property. While it may be more
difficult to hold a lender liable in such cases, unanticipated or uninsured
liabilities of the borrower may jeopardize the borrower's ability to meet its
loan obligations.
Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable,
it can bring an action for contribution against the owner or operator who
created the environmental hazard, but that individual or entity may be
without substantial assets. Accordingly, it is possible that such costs could
become a liability of the Trust Fund and occasion a loss to the
Certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the
related Prospectus Supplement, the Pooling and Servicing Agreement will
provide that the Master Servicer, acting on behalf of the Trustee, may not
acquire title to a Mortgaged Property or take over its operation unless the
Master
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Servicer, based solely (as to environmental matters) on a report prepared by
a person who regularly conducts environmental audits, has made the
determination that it is appropriate to do so, as described under "The
Pooling and Servicing Agreements-Realization Upon Defaulted Mortgage Loans".
If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will
be required to operate the property in accordance with those laws and
regulations. Such compliance may entail substantial expense, especially in
the case of industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers
(including prospective buyers at a foreclosure sale or following
foreclosure). Such disclosure may decrease the amount that prospective buyers
are willing to pay for the affected property, sometimes substantially, and
thereby decrease the ability of the lender to recoup its investment in a loan
upon foreclosure.
Environmental Site Assessments. In most cases, an environmental site
assessment of each Mortgaged Property will have been performed in connection
with the origination of the related Mortgage Loan or at some time prior to
the issuance of the related Certificates. Environmental site assessments,
however, vary considerably in their content, quality and cost. Even when
adhering to good professional practices, environmental consultants will
sometimes not detect significant environmental problems because to do an
exhaustive environmental assessment would be far too costly and
time-consuming to be practical.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the Mortgage Loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such
clauses in many states. However, the Garn-St Germain Depository Institutions
Act of 1982 (the "Garn Act") generally preempts state laws that prohibit the
enforcement of due-on-sale clauses and permits lenders to enforce these
clauses in accordance with their terms, subject to certain limitations as set
forth in the Garn Act and the regulations promulgated thereunder.
Accordingly, a Master Servicer may nevertheless have the right to accelerate
the maturity of a Mortgage Loan that contains a "due-on-sale" provision upon
transfer of an interest in the property, without regard to the Master
Servicer's ability to demonstrate that a sale threatens its legitimate
security interest.
SUBORDINATE FINANCING
The terms of certain of the Mortgage Loans may not restrict the ability of
the borrower to use the Mortgaged Property as security for one or more
additional loans, or such restrictions may be unenforceable. Where a borrower
encumbers a mortgaged property with one or more junior liens, the senior
lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the
subordinate financing permits recourse to the borrower (as is frequently the
case) and the senior loan does not, a borrower may have more incentive to
repay sums due on the subordinate loan. Second, acts of the senior lender
that prejudice the junior lender or impair the junior lender's security may
create a superior equity in favor of the junior lender. For example, if the
borrower and the senior lender agree to an increase in the principal amount
of or the interest rate payable on the senior loan, the senior lender may
lose its priority to the extent any existing junior lender is harmed or the
borrower is additionally burdened. Third, if the borrower defaults on the
senior loan and/or any junior loan or loans, the existence of junior loans
and actions taken by junior lenders can impair the security available to the
senior lender and can interfere with or delay the taking of action by the
senior lender. Moreover, the bankruptcy of a junior lender may operate to
stay foreclosure or similar proceedings by the senior lender.
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DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower
for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid.
In addition, the enforceability of provisions that provide for prepayment
fees or penalties upon an involuntary prepayment is unclear under the laws of
many states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential (including multifamily) first mortgage loans
originated by certain lenders after March 31, 1980. Title V authorized any
state to reimpose interest rate limits by adopting, before April 1, 1983, a
law or constitutional provision that expressly rejects application of the
federal law. In addition, even where Title V is not so rejected, any state is
authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken
action to reimpose interest rate limits and/or to limit discount points or
other charges.
No Mortgage Loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or
adoption) be eligible for inclusion in a Trust Fund unless (i) such Mortgage
Loan provides for such interest rate, discount points and charges as are
permitted in such state or (ii) such Mortgage Loan provides that the terms
thereof are to be construed in accordance with the laws of another state
under which such interest rate, discount points and charges would not be
usurious and the borrower's counsel has rendered an opinion that such choice
of law provision would be given effect.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a borrower who enters military service after the
origination of such borrower's mortgage loan (including a borrower who was in
reserve status and is called to active duty after origination of the Mortgage
Loan), may not be charged interest (including fees and charges) above an
annual rate of 6% during the period of such borrower's active duty status,
unless a court orders otherwise upon application of the lender. The Relief
Act applies to individuals who are members of the Army, Navy, Air Force,
Marines, National Guard, Reserves, Coast Guard and officers of the U.S.
Public Health Service assigned to duty with the military. Because the Relief
Act applies to individuals who enter military service (including reservists
who are called to active duty) after origination of the related mortgage
loan, no information can be provided as to the number of loans with
individuals as borrowers that may be affected by the Relief Act. Application
of the Relief Act would adversely affect, for an indeterminate period of
time, the ability of a Master Servicer or Special Servicer to collect full
amounts of interest on certain of the Mortgage Loans. Any shortfalls in
interest collections resulting from the application of the Relief Act would
result in a reduction of the amounts distributable to the holders of the
related series of Certificates, and would not be covered by advances or,
unless otherwise specified in the related Prospectus Supplement, any form of
Credit Support provided in connection with such Certificates. In addition,
the Relief Act imposes limitations that would impair the ability of a Master
Servicer or Special Servicer to foreclose on an affected Mortgage Loan during
the borrower's period of active duty status, and, under certain
circumstances, during an additional three month period thereafter.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of Offered
Certificates. The following summary is based on the Code as well as Treasury
regulations and administrative and judicial rulings and practice.
Legislative, judicial and administrative changes may occur, possibly with
retroactive effect, that could alter or modify the continued validity of the
statements and conclusions set forth herein. This summary does not purport to
address all federal income tax matters that may be relevant to particular
holders. For example, it generally is addressed only to original purchasers
of the Certificates that are United States investors, deals only with
Certificates held as capital assets within the meaning of Section 1221 of the
Code, and does not address tax consequences to holders that may be relevant
to investors subject to special rules, such as non-U.S. investors, banks,
insurance companies, tax-exempt organizations, electing large partnerships,
dealers in securities or currencies, mutual funds, REITs, S corporations,
estates and trusts, investors that hold the Certificates as part of a hedge,
straddle, integrated or conversion transaction, or holders whose "functional
currency" is not the United States dollar. Further, it does not address
alternative minimum tax consequences or the indirect effects on the holders
of equity interests in an entity that is a beneficial owner of the
Certificates. Further, this discussion does not address the state or local
tax consequences of the purchase, ownership and disposition of such
Certificates. Investors should consult their tax advisers in determining the
federal, state, local, or other tax consequences to them of the purchase,
ownership and disposition of the Certificates offered hereunder. See "State
and Other Tax Consequences".
The following discussion addresses certificates ("REMIC Certificates")
representing interests in a Trust Fund, or a portion thereof, that the Master
Servicer or the Trustee will elect to have treated as a REMIC under Sections
860A through 860G (the "REMIC Provisions") of the Code. The Prospectus
Supplement for each series of Certificates will indicate whether a REMIC
election (or elections) will be made for the related Trust Fund and, if such
an election is to be made, will identify all "regular interests" and
"residual interests" in the REMIC. If a REMIC election will not be made for a
Trust Fund, the federal income tax consequences of the purchase, ownership
and disposition of the related Certificates will be set forth in the related
Prospectus Supplement. For purposes of this tax discussion, references to a
"Certificateholder" or a "holder" are to the beneficial owner of a
Certificate.
The following discussion is limited in applicability to Offered
Certificates. Moreover, this discussion applies only to the extent that
Mortgage Assets held by a Trust Fund consist solely of Mortgage Loans. To the
extent that other Mortgage Assets, including REMIC certificates and mortgage
pass-through certificates, are to be held by a Trust Fund, the tax
consequences associated with the inclusion of such assets will be disclosed
in the related Prospectus Supplement. In addition, if Cash Flow Agreements,
other than guaranteed investment contracts, are included in a Trust Fund, the
tax consequences associated with such Cash Flow Agreements also will be
disclosed in the related Prospectus Supplement. See "Description of the Trust
Funds--Cash Flow Agreements".
Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in Sections 1271-1273
and 1275 of the Code and in the Treasury regulations issued thereunder (the
"OID Regulations"), and in part upon the REMIC Provisions and the Treasury
regulations issued thereunder (the "REMIC Regulations"). The Oid Regulations
do not adequately address certain issues relevant to, and in some instances
provide that they are not applicable to, securities such as the Certificates.
REMICS
Classification of REMICs. Upon the issuance of each series of REMIC
Certificates, counsel to the Depositor will deliver its opinion generally to
the effect that, assuming compliance with all provisions of
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the related Pooling and Servicing Agreement, the related Trust Fund (or each
applicable portion thereof) will qualify as a REMIC and the REMIC
Certificates offered with respect thereto will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in
that REMIC within the meaning of the REMIC Provisions.
If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any
taxable year, the Code provides that the entity will not be treated as a
REMIC for such year and thereafter. In that event, such entity may be taxable
as a corporation under Treasury regulations, and the related REMIC
Certificates may not be accorded the status or given the tax treatment
described below. Although the Code authorizes the Treasury Department to
issue regulations providing relief in the event of an inadvertent termination
of REMIC status, no such regulations have been issued. Any such relief,
moreover, may be accompanied by sanctions, such as the imposition of a
corporate tax on all or a portion of the Trust Fund's income for the period
in which the requirements for such status are not satisfied. The Pooling and
Servicing Agreement with respect to each REMIC will include provisions
designed to maintain the Trust Fund's status as a REMIC under the REMIC
Provisions. It is not anticipated that the status of any Trust Fund as a
REMIC will be inadvertently terminated.
Tiered REMIC Structures. For certain series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the
related Trust Fund as REMICs ("Tiered REMICs") for federal income tax
purposes. Upon the issuance of any such series of REMIC Certificates, counsel
to the Depositor will deliver its opinion generally to the effect that,
assuming compliance with all provisions of the related Pooling and Servicing
Agreement, the Tiered REMICs will each qualify as a REMIC and the REMIC
Certificates issued by the Tiered REMICs, will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in the
related REMIC within the meaning of the REMIC Provisions.
Taxation of Owners of REMIC Regular Certificates
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt
instruments issued by the REMIC and not as ownership interests in the REMIC
or its assets. Moreover, holders of REMIC Regular Certificates that otherwise
report income under a cash method of accounting will be required to report
income with respect to REMIC Regular Certificates under an accrual method.
Original Issue Discount. Certain REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in
income as it accrues, in accordance with the method described below, in
advance of the receipt of the cash attributable to such income. In addition,
Section 1272(a)(6) of the Code provides special rules applicable to REMIC
Regular Certificates and certain other debt instruments issued with original
issue discount. Regulations have not been issued under that section.
The Code requires that a prepayment assumption be used with respect to
Mortgage Loans held by a REMIC in computing the accrual of original issue
discount on REMIC Regular Certificates issued by that REMIC, and that
adjustments be made in the amount and rate of accrual of such discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner
prescribed in Treasury regulations; as noted above, those regulations have
not been issued. The Conference Committee Report accompanying the Tax Reform
Act of 1986 (the "Committee Report") indicates that the regulations will
provide that the prepayment assumption used with respect to a REMIC Regular
Certificate must be the same as that used in pricing the initial offering of
such REMIC Regular Certificate. The prepayment assumption (the "Prepayment
Assumption") used in reporting original issue discount for each series of
REMIC Regular Certificates will be consistent with this standard and will be
disclosed in the related Prospectus Supplement. However, neither the
Depositor nor any other person will make any representation that the Mortgage
Loans will in fact prepay at a rate conforming to the Prepayment Assumption
or at any other rate.
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The original issue discount, if any, on a REMIC Regular Certificate will
be the excess of its stated redemption price at maturity over its issue
price. The issue price of a particular class of REMIC Regular Certificates
will be the first cash price at which a substantial amount of REMIC Regular
Certificates of that class is sold (excluding sales to bond houses, brokers
and underwriters). If less than a substantial amount of a particular class of
REMIC Regular Certificates is sold for cash on or prior to the date of their
initial issuance (the "Closing Date"), the issue price for such class will be
the fair market value of such class on the Closing Date. Under the OID
Regulations, the stated redemption price of a REMIC Regular Certificate is
equal to the total of all payments to be made on such Certificate other than
"qualified stated interest". "Qualified stated interest" is interest that is
unconditionally payable at least annually at a single fixed rate, or at a
"qualified floating rate", an "objective rate", a combination of a single
fixed rate and one or more "qualified floating rates" or one "qualified
inverse floating rate", or a combination of "qualified floating rates" that
does not operate in a manner that accelerates or defers interest payments on
such REMIC Regular Certificate.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and
the timing of the inclusion thereof will vary according to the
characteristics of such REMIC Regular Certificates. If the original issue
discount rules apply to such Certificates, the related Prospectus Supplement
will describe the manner in which such rules will be applied with respect to
those Certificates in preparing information returns to the Certificateholders
and the IRS.
Certain classes of the REMIC Regular Certificates may provide for the
first interest payment with respect to such Certificates to be made more than
one month after the date of issuance, a period which is longer than the
subsequent monthly intervals between interest payments. Assuming the "accrual
period" (as defined below) for original issue discount is each monthly period
that ends on a Distribution Date, in some cases, as a consequence of this
"long first accrual period", some or all interest payments may be required to
be included in the stated redemption price of the REMIC Regular Certificate
and accounted for as original issue discount. Because interest on REMIC
Regular Certificates must in any event be accounted for under an accrual
method, applying this analysis would result in only a slight difference in
the timing of the inclusion in income of the yield on the REMIC Regular
Certificates.
In addition, if the accrued interest to be paid on the first Distribution
Date is computed with respect to a period that begins prior to the Closing
Date, a portion of the purchase price paid for a REMIC Regular Certificate
will reflect such accrued interest. In such cases, information returns
provided to the Certificateholders and the IRS will be based on the position
that the portion of the purchase price paid for the interest accrued with
respect to periods prior to the Closing Date is treated as part of the
overall cost of such REMIC Regular Certificate (and not as a separate asset
the cost of which is recovered entirely out of interest received on the next
Distribution Date) and that portion of the interest paid on the first
Distribution Date in excess of interest accrued for a number of days
corresponding to the number of days from the Closing Date to the first
Distribution Date should be included in the stated redemption price of such
REMIC Regular Certificate. However, the OID Regulations state that all or
some portion of such accrued interest may be treated as a separate asset the
cost of which is recovered entirely out of interest paid on the first
Distribution Date. It is unclear how an election to do so would be made under
the OID Regulations and whether such an election could be made unilaterally
by a Certificateholder.
Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC Regular Certificate will be considered to
be de minimis if it is less than 0.25% of the stated redemption price of the
REMIC Regular Certificate multiplied by its weighted average life. For this
purpose, the weighted average life of the REMIC Regular Certificate is
computed as the sum of the amounts determined, as to each payment included in
the stated redemption price of such REMIC Regular Certificate, by multiplying
(i) the number of complete years (rounding down for partial years) from the
issue date until such payment is expected to be made (presumably taking into
account the Prepayment Assumption) by (ii) a fraction, the numerator of which
is the amount of the payment, and the denominator of which is the stated
redemption price at maturity of such REMIC Regular Certificate. Under the OID
Regulations, original issue discount of only a de minimis amount (other than
de minimis original issue discount attributable to a so-called "teaser"
interest rate or an initial interest holiday) will be included in
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income as each payment of stated principal is made, based on the product of
the total amount of such de minimis original issue discount and a fraction,
the numerator of which is the amount of such principal payment and the
denominator of which is the outstanding stated principal amount of the REMIC
Regular Certificate. The OID Regulations also would permit a
Certificateholder to elect to accrue de minimis original issue discount into
income currently based on a constant yield method. See "--Taxation of Owners
of REMIC Regular Certificates--Market Discount" for a description of such
election under the OID Regulations.
If original issue discount on a REMIC Regular Certificate is in excess of
a de minimis amount, the holder of such Certificate must include in ordinary
gross income the sum of the "daily portions" of original issue discount for
each day during its taxable year on which it held such REMIC Regular
Certificate, including the purchase date but excluding the disposition date.
In the case of an original holder of a REMIC Regular Certificate, the daily
portions of original issue discount will be determined as follows.
As to each "accrual period", that is, unless otherwise stated in the
related Prospectus Supplement, each period that ends on a date that
corresponds to a Distribution Date and begins on the first day following the
immediately preceding accrual period (or in the case of the first such
period, begins on the Closing Date), a calculation will be made of the
portion of the original issue discount that accrued during such accrual
period. The portion of original issue discount that accrues in any accrual
period will equal the excess, if any, of (i) the sum of (a) the present
value, as of the end of the accrual period, of all of the distributions
remaining to be made on the REMIC Regular Certificate, if any, in future
periods and (b) the distributions made on such REMIC Regular Certificate
during the accrual period of amounts included in the stated redemption price,
over (ii) the adjusted issue price of such REMIC Regular Certificate at the
beginning of the accrual period. The present value of the remaining
distributions referred to in the preceding sentence will be calculated (i)
assuming that distributions on the REMIC Regular Certificate will be received
in future periods based on the Mortgage Loans being prepaid at a rate equal
to the Prepayment Assumption and (ii) using a discount rate equal to the
original yield to maturity of the Certificate. For these purposes, the
original yield to maturity of the Certificate will be calculated based on its
issue price and assuming that distributions on the Certificate will be made
in all accrual periods based on the Mortgage Loans being prepaid at a rate
equal to the Prepayment Assumption. The adjusted issue price of a REMIC
Regular Certificate at the beginning of any accrual period will equal the
issue price of such Certificate, increased by the aggregate amount of
original issue discount that accrued with respect to such Certificate in
prior accrual periods, and reduced by the amount of any distributions made on
such REMIC Regular Certificate in prior accrual periods of amounts included
in the stated redemption price. The original issue discount accruing during
any accrual period, computed as described above, will be allocated ratably to
each day during the accrual period to determine the daily portion of original
issue discount for such day.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of
any original issue discount with respect to such Certificate. However, each
such daily portion will be reduced, if such cost is in excess of its
"adjusted issue price", in proportion to the ratio such excess bears to the
aggregate original issue discount remaining to be accrued on such REMIC
Regular Certificate. The adjusted issue price of a REMIC Regular Certificate
on any given day equals the sum of (i) the adjusted issue price (or, in the
case of the first accrual period, the issue price) of such Certificate at the
beginning of the accrual period which includes such day and (ii) the daily
portions of original issue discount for all days during such accrual period
prior to such day.
Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less
than its adjusted issue price will recognize gain upon receipt of each
distribution representing stated redemption price. In particular, under
Section 1276 of the Code such a Certificateholder generally will be required
to allocate the portion of each such distribution representing stated
redemption price first to accrued market discount not
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previously included in income, and to recognize ordinary income to that
extent. A Certificateholder may elect to include market discount in income
currently as it accrues rather than including it on a deferred basis in
accordance with the foregoing. If made, such election will apply to all
market discount bonds acquired by such Certificateholder on or after the
first day of the first taxable year to which such election applies. In
addition, the OID Regulations permit a Certificateholder to elect to accrue
all interest, discount (including de minimis market or original issue
discount) and premium in income as interest, based on a constant yield
method. If such an election were made with respect to a REMIC Regular
Certificate with market discount, the Certificateholder would be deemed to
have made an election to include currently market discount in income with
respect to all other debt instruments having market discount that such
Certificateholder acquires during the taxable year of the election or
thereafter, and possibly previously acquired instruments. Similarly, a
Certificateholder that made this election for a Certificate that is acquired
at a premium would be deemed to have made an election to amortize bond
premium with respect to all debt instruments having amortizable bond premium
that such Certificateholder owns or acquires. See "--Taxation of Owners of
REMIC Regular Certificates--Premium" below. Each of these elections to accrue
interest, discount and premium with respect to a Certificate on a constant
yield method or as interest would be irrevocable.
However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if
such market discount is less than 0.25% of the remaining stated redemption
price of such REMIC Regular Certificate multiplied by the number of complete
years to maturity remaining after the date of its purchase. In interpreting a
similar rule with respect to original issue discount on obligations payable
in installments, the OID Regulations refer to the weighted average maturity
of obligations, and it is likely that the same rule will be applied with
respect to market discount, presumably taking into account the Prepayment
Assumption. If market discount is treated as de minimis under this rule, it
appears that the actual discount would be treated in a manner similar to
original issue discount of a de minimis amount. See "--Taxation of Owners of
REMIC Regular Certificates--Original Issue Discount" above. Such treatment
would result in discount being included in income at a slower rate than
discount would be required to be included in income using the method
described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than
one installment. Until regulations are issued by the Treasury Department,
certain rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period market discount on REMIC Regular
Certificates should accrue, at the Certificateholder's option: (i) on the
basis of a constant yield method, (ii) in the case of a REMIC Regular
Certificate issued without original issue discount, in an amount that bears
the same ratio to the total remaining market discount as the stated interest
paid in the accrual period bears to the total amount of stated interest
remaining to be paid on the REMIC Regular Certificate as of the beginning of
the accrual period, or (iii) in the case of a REMIC Regular Certificate
issued with original issue discount, in an amount that bears the same ratio
to the total remaining market discount as the original issue discount accrued
in the accrual period bears to the total original issue discount remaining on
the REMIC Regular Certificate at the beginning of the accrual period.
Moreover, the Prepayment Assumption used in calculating the accrual of
original issue discount is also used in calculating the accrual of market
discount. Because the regulations referred to in this paragraph have not been
issued, it is not possible to predict what effect such regulations might have
on the tax treatment of a REMIC Regular Certificate purchased at a discount
in the secondary market.
To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may
be to require market discount to be includible in income at a rate that is
not significantly slower than the rate at which such discount would accrue if
it were original issue discount. Moreover, in any event a holder of a REMIC
Regular Certificate generally will be required to treat a portion of any gain
on the sale or exchange of such Certificate as ordinary income to the extent
of the market discount accrued to the date of disposition under one of the
foregoing methods, less any accrued market discount previously reported as
ordinary income.
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Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year
or thereafter, the interest deferral rule described above will not apply.
Premium. A REMIC Regular Certificate purchased at a cost (excluding any
portion of such cost attributable to accrued qualified stated interest)
greater than its remaining stated redemption price will be considered to be
purchased at a premium. The holder of such a REMIC Regular Certificate may
elect under Section 171 of the Code to amortize such premium under the
constant yield method over the life of the Certificate. If made, such an
election will apply to all debt instruments having amortizable bond premium
that the holder owns or subsequently acquires. Amortizable premium will be
treated as an offset to interest income on the related debt instrument,
rather than as a separate interest deduction. The OID Regulations also permit
Certificateholders to elect to include all interest, discount and premium in
income based on a constant yield method, further treating the
Certificateholder as having made the election to amortize premium generally.
See "--Taxation of Owners of REMIC Regular Certificates--Market Discount"
above. The Committee Report states that the same rules that apply to accrual
of market discount (which rules will require use of a Prepayment Assumption
in accruing market discount with respect to REMIC Regular Certificates
without regard to whether such Certificates have original issue discount)
will also apply in amortizing bond premium under Section 171 of the Code.
Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such Certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses
sustained during a taxable year in which their Certificates become wholly or
partially worthless as the result of one or more realized losses on the
Mortgage Loans. However, it appears that a noncorporate holder that does not
acquire a REMIC Regular Certificate in connection with a trade or business
will not be entitled to deduct a loss under Section 166 of the Code until
such holder's Certificate becomes wholly worthless (i.e., until its
outstanding principal balance has been reduced to zero) and that the loss
will be characterized as a short-term capital loss.
Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate,
without giving effect to any reductions in distributions attributable to
defaults or delinquencies on the Mortgage Loans or the Underlying
Certificates until it can be established that any such reduction ultimately
will not be recoverable. As a result, the amount of taxable income reported
in any period by the holder of a REMIC Regular Certificate could exceed the
amount of economic income actually realized by the holder in such period.
Although the holder of a REMIC Regular Certificate eventually will recognize
a loss or reduction in income attributable to previously accrued and included
income that as the result of a realized loss ultimately will not be realized,
the law is unclear with respect to the timing and character of such loss or
reduction in income.
Taxation of Owners of REMIC Residual Certificates
General. As residual interests, the REMIC Residual Certificates will be
subject to tax rules that differ significantly from those that would apply if
the REMIC Residual Certificates were treated for federal income tax purposes
as direct ownership interests in the Mortgage Loans or as debt instruments
issued by the REMIC.
A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that such holder owned such REMIC Residual Certificate. For
this purpose, the taxable income or net loss of the REMIC will be allocated
to each day in the calendar quarter ratably using a "30 days per month/90
days per quarter/360 days per year" convention unless
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otherwise disclosed in the related Prospectus Supplement. The daily amounts
so allocated will then be allocated among the REMIC Residual
Certificateholders in proportion to their respective ownership interests on
such day. Any amount included in the gross income or allowed as a loss of any
REMIC Residual Certificateholder by virtue of this paragraph will be treated
as ordinary income or loss. The taxable income of the REMIC will be
determined under the rules described below in "--Taxable Income of the REMIC"
and will be taxable to the REMIC Residual Certificateholders without regard
to the timing or amount of cash distributions by the REMIC. Ordinary income
derived from REMIC Residual Certificates will be "portfolio income" for
purposes of the taxation of taxpayers subject to limitations under Section
469 of the Code on the deductibility of "passive losses".
A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on
its federal income tax return amounts representing its daily share of the
taxable income (or net loss) of the REMIC for each day that it holds such
REMIC Residual Certificate. Those daily amounts generally will equal the
amounts of taxable income or net loss determined as described above. The
Committee Report indicates that certain modifications of the general rules
may be made, by regulations, legislation or otherwise to reduce (or increase)
the income of a REMIC Residual Certificateholder that purchased such REMIC
Residual Certificate from a prior holder of such Certificate at a price
greater than (or less than) the adjusted basis (as defined below) such REMIC
Residual Certificate would have had in the hands of an original holder of
such Certificate. The REMIC Regulations, however, do not provide for any such
modifications.
Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of such REMIC Residual Certificate will be
taken into account in determining the income of such holder for federal
income tax purposes. Although it appears likely that any such payment would
be includible in income immediately upon its receipt, the IRS might assert
that such payment should be included in income over time according to an
amortization schedule or according to some other method. Because of the
uncertainty concerning the treatment of such payments, holders of REMIC
Residual Certificates should consult their tax advisors concerning the
treatment of such payments for income tax purposes.
The amount of income REMIC Residual Certificateholders will be required to
report (or the tax liability associated with such income) may exceed the
amount of cash distributions received from the REMIC for the corresponding
period. Consequently, REMIC Residual Certificateholders should have other
sources of funds sufficient to pay any federal income taxes due as a result
of their ownership of REMIC Residual Certificates or unrelated deductions
against which income may be offset, subject to the rules relating to "excess
inclusions", residual interests without "significant value" and "noneconomic"
residual interests discussed below. The fact that the tax liability
associated with the income allocated to REMIC Residual Certificateholders may
exceed the cash distributions received by such REMIC Residual
Certificateholders for the corresponding period may significantly adversely
affect such REMIC Residual Certificateholders' after-tax rate of return.
Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the Mortgage Loans and other assets of the REMIC plus any
cancellation of indebtedness income due to the allocation of realized losses
to REMIC Regular Certificates, less the deductions allowed to the REMIC for
interest (including original issue discount and reduced by any premium on
issuance) on the REMIC Regular Certificates (and any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered
hereby), amortization of any premium on the Mortgage Loans, bad debt losses
with respect to the Mortgage Loans and, except as described below, for
servicing, administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC Certificates (or, if a class of REMIC Certificates is not sold
initially, their fair market values). Such aggregate basis will be allocated
among the Mortgage Loans and the other assets of the REMIC in proportion to
their respective fair market values. The issue price of any REMIC
Certificates offered hereby will be determined in the manner described above
under "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount". The issue price of a
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REMIC Certificate received in exchange for an interest in the Mortgage Loans
or other property will equal the fair market value of such interests in the
Mortgage Loans or other property. Accordingly, if one or more classes of
REMIC Certificates are retained initially rather than sold, the Master
Servicer or the Trustee may be required to estimate the fair market value of
such interests in order to determine the basis of the REMIC in the Mortgage
Loans and other property held by the REMIC.
Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to Mortgage Loans that it holds will be equivalent to the
method for accruing original issue discount income for holders of REMIC
Regular Certificates (that is, under the constant yield method taking into
account the Prepayment Assumption). However, a REMIC that acquires loans at a
market discount must include such market discount in income currently, as it
accrues, on a constant yield basis. See "--Taxation of Owners of REMIC
Regular Certificates" above, which describes a method for accruing such
discount income that is analogous to that required to be used by a REMIC as
to Mortgage Loans with market discount that it holds.
A Mortgage Loan will be deemed to have been acquired with discount (or
premium) to the extent that the REMIC's basis therein, determined as
described in the preceding paragraph, is less than (or greater than) its
stated redemption price. Any such discount will be includible in the income
of the REMIC as it accrues, in advance of receipt of the cash attributable to
such income, under a method similar to the method described above for
accruing original issue discount on the REMIC Regular Certificates. It is
anticipated that each REMIC will elect under Section 171 of the Code to
amortize any premium on the Mortgage Loans. Premium on any Mortgage Loan to
which such election applies may be amortized under a constant yield method,
presumably taking into account a Prepayment Assumption. Further, such an
election would not apply to any Mortgage Loan originated on or before
September 27, 1985. Instead, premium on such a Mortgage Loan should be
allocated among the principal payments thereon and be deductible by the REMIC
as those payments become due or upon the prepayment of such Mortgage Loan.
A REMIC will be allowed deductions for interest (including original issue
discount) on the REMIC Regular Certificates (including any other class of
REMIC Certificates constituting "regular interests" in the REMIC not offered
hereby) equal to the deductions that would be allowed if the REMIC Regular
Certificates (including any other class of REMIC Certificates constituting
"regular interests" in the REMIC not offered hereby) were indebtedness of the
REMIC. Original issue discount will be considered to accrue for this purpose
as described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount", except that the de minimis rule and
the adjustments for subsequent holders of REMIC Regular Certificates
(including any other class of REMIC Certificates constituting "regular
interests" in the REMIC not offered hereby) described therein will not apply.
If a class of REMIC Regular Certificates is issued at a price in excess of
the stated redemption price of such class (such excess "Issue Premium"), the
net amount of interest deductions that are allowed the REMIC in each taxable
year with respect to the REMIC Regular Certificates of such class will be
reduced by an amount equal to the portion of the Issue Premium that is
considered to be amortized or repaid in that year. Although the matter is not
entirely certain, it is likely that Issue Premium would be amortized under a
constant yield method in a manner analogous to the method of accruing
original issue discount described above under "--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount".
As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as
its taxable year and using the accrual method of accounting. However, no item
of income, gain, loss or deduction allocable to a prohibited transaction will
be taken into account. See "--Prohibited Transactions Tax and Other Taxes"
below. Further, the limitation on miscellaneous itemized deductions imposed
on individuals by Section 67 of the Code (which allows such deductions only
to the extent they exceed in the aggregate two percent of the taxpayer's
adjusted gross income) will not be applied at the REMIC level so that the
REMIC will be allowed deductions for servicing, administrative and other
non-interest expenses in determining its taxable income. All such expenses
will be allocated as a separate item to the holders of REMIC Certificates,
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subject to the limitation of Section 67 of the Code. See "--Possible
Pass-Through of Miscellaneous Itemized Deductions" below. If the deductions
allowed to the REMIC exceed its gross income for a calendar quarter, such
excess will be the net loss for the REMIC for that calendar quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC
Residual Certificateholder and decreased (but not below zero) by
distributions made, and by net losses allocated, to such REMIC Residual
Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such
REMIC Residual Certificateholder's adjusted basis in its REMIC Residual
Certificate as of the close of such calendar quarter (determined without
regard to such net loss). Any loss that is not currently deductible by reason
of this limitation may be carried forward indefinitely to future calendar
quarters and, subject to the same limitation, may be used only to offset
income from the REMIC Residual Certificate. The ability of REMIC Residual
Certificateholders to deduct net losses may be subject to additional
limitations under the Code, as to which REMIC Residual Certificateholders
should consult their tax advisors.
Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a
distribution on a REMIC Residual Certificate exceeds such adjusted basis, it
will be treated as gain from the sale of such REMIC Residual Certificate.
Holders of certain REMIC Residual Certificates may be entitled to
distributions early in the term of the related REMIC under circumstances in
which their bases in such REMIC Residual Certificates will not be
sufficiently large that such distributions will be treated as non-taxable
returns of capital. Their bases in such REMIC Residual Certificates will
initially equal the amount paid for such REMIC Residual Certificates and will
be increased by their allocable shares of taxable income of the REMIC.
However, such bases increases may not occur until the end of the calendar
quarter, or perhaps the end of the calendar year, with respect to which such
REMIC taxable income is allocated to the REMIC Residual Certificateholders.
To the extent such REMIC Residual Certificateholders' initial bases are less
than the distributions to such REMIC Residual Certificateholders, and
increases in such initial bases either occur after such distributions or
(together with their initial bases) are less than the amount of such
distributions, gain will be recognized to such REMIC Residual
Certificateholders on such distributions and will be treated as gain from the
sale of their REMIC Residual Certificates.
The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of
the REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of
REMIC Certificates" below. For a discussion of possible modifications of
these rules that may require adjustments to income of a holder of a REMIC
Residual Certificate other than an original holder in order to reflect any
difference between the cost of such REMIC Residual Certificate to such REMIC
Residual Certificateholder and the adjusted basis such REMIC Residual
Certificate would have in the hands of an original holder see "--Taxation of
Owners of REMIC Residual Certificates--General" above.
Excess Inclusions. Any "excess inclusions" with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of (i) the
daily portions of REMIC taxable income allocable to such REMIC Residual
Certificate over (ii) the sum of the "daily accruals" (as defined below) for
each day during such quarter that such REMIC Residual Certificate was held by
such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual
Certificateholder will be determined by allocating to each day during a
calendar quarter its ratable portion of the product of the "adjusted issue
price" of the REMIC Residual Certificate at the beginning of the calendar
quarter and 120% of the "long-term Federal rate" in effect on the Closing
Date. For this purpose, the adjusted issue price of a REMIC Residual
Certificate as of the beginning of any calendar quarter will be equal to the
issue price of the REMIC Residual Certificate, increased by the sum of the
daily accruals for all prior quarters and
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decreased (but not below zero) by any distributions made with respect to such
REMIC Residual Certificate before the beginning of such quarter. The issue
price of a REMIC Residual Certificate is the initial offering price to the
public (excluding bond houses and brokers) at which a substantial amount of
the REMIC Residual Certificates were sold. The "long-term Federal rate" is an
average of current yields on Treasury securities with a remaining term of
greater than nine years, computed and published monthly by the IRS. Although
it has not done so, the Treasury has authority to issue regulations that
would treat the entire amount of income accruing on a REMIC Residual
Certificate as an excess inclusion if the REMIC Residual Certificates are
considered not to have "significant value."
For REMIC Residual Certificateholders, excess inclusions (i) will not be
permitted to be offset by deductions, losses or loss carryovers from other
activities, (ii) will be treated as "unrelated business taxable income" to an
otherwise tax-exempt organization and (iii) will not be eligible for any rate
reduction or exemption under any applicable tax treaty with respect to the
30% United States withholding tax imposed on distributions to REMIC Residual
Certificateholders that are foreign investors. See, however, "--Foreign
Investors in REMIC Certificates" below. Furthermore, for purposes of the
alternative minimum tax, (i) excess inclusions will not be permitted to be
offset by the alternative tax net operating loss deduction and (ii)
alternative minimum taxable income may not be less than the taxpayer's excess
inclusions. The latter rule has the effect of preventing non-refundable tax
credits from reducing the taxpayer's income tax to an amount lower than the
tentative minimum tax on excess inclusions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Section 857(b)(2) of
the Code, excluding any net capital gain), will be allocated among the
shareholders of such trust in proportion to the dividends received by such
shareholders from such trust, and any amount so allocated will be treated as
an excess inclusion with respect to a REMIC Residual Certificate as if held
directly by such shareholder. Treasury regulations yet to be issued could
apply a similar rule to regulated investment companies, common trust funds
and certain cooperatives; the REMIC Regulations currently do not address this
subject.
Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded
for all federal income tax purposes if "a significant purpose of the transfer
was to enable the transferor to impede the assessment or collection of tax".
If such transfer is disregarded, the purported transferor will continue to
remain liable for any taxes due with respect to the income on such
"noneconomic" REMIC Residual Certificate. The REMIC Regulations provide that
a REMIC Residual Certificate is noneconomic unless, based on the Prepayment
Assumption and on any required or permitted clean up calls, or required
liquidation provided for in the REMIC's organizational documents, (1) the
present value of the expected future distributions (discounted using the
"applicable Federal rate" for obligations whose term ends on the close of the
last quarter in which excess inclusions are expected to accrue with respect
to the REMIC Residual Certificate, which rate is computed and published
monthly by the IRS) on the REMIC Residual Certificate equals at least the
present value of the expected tax on the anticipated excess inclusions, and
(2) the transferor reasonably expects that the transferee will receive
distributions with respect to the REMIC Residual Certificate at or after the
time the taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes. Accordingly, all transfers of REMIC
Residual Certificates that may constitute noneconomic residual interests will
be subject to certain restrictions under the terms of the related Pooling and
Servicing Agreement that are intended to reduce the possibility of any such
transfer being disregarded. Such restrictions will require each party to a
transfer to provide an affidavit that no purpose of such transfer is to
impede the assessment or collection of tax, including certain representations
as to the financial condition of the prospective transferee, as to which the
transferor is also required to make a reasonable investigation to determine
such transferee's historic payment of its debts and ability to continue to
pay its debts as they come due in the future. Prior to purchasing a REMIC
Residual Certificate, prospective purchasers should consider the possibility
that a purported transfer of such REMIC Residual Certificate by such a
purchaser to another purchaser at some future date may be disregarded in
accordance with the above-described rules which would result in the retention
of tax liability by such purchaser.
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The related Prospectus Supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests
under the REMIC Regulations; provided, however, that any disclosure that a
REMIC Residual Certificate will not be considered "noneconomic" will be based
upon certain assumptions, and the Depositor will make no representation that
a REMIC Residual Certificate will not be considered "noneconomic" for
purposes of the above-described rules. See "--Foreign Investors in REMIC
Certificates--REMIC Residual Certificates" below for additional restrictions
applicable to transfers of certain REMIC Residual Certificates to foreign
persons.
Mark-to-Market Rules. On December 23, 1996, the IRS released final
regulations (the "Mark-to-Market Regulations") relating to the requirement
that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by
a dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The Mark-to-Market Regulations provide that,
for purposes of this mark-to-market requirement, a REMIC Residual Certificate
is not treated as a security and thus may not be marked to market.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class
grantor trust, all or a portion of such fees and expenses should be allocated
to the holders of the related REMIC Regular Certificates. Unless otherwise
stated in the related Prospectus Supplement, such fees and expenses will be
allocated to holders of the related REMIC Residual Certificates in their
entirety and not to the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if any holder thereof is an individual, estate
or trust, or a "pass-through entity" beneficially owned by one or more
individuals, estates or trusts, (i) an amount equal to such individual's,
estate's or trust's share of such fees and expenses will be added to the
gross income of such holder and (ii) such individual's, estate's or trust's
share of such fees and expenses will be treated as a miscellaneous itemized
deduction allowable subject to the limitation of Section 67 of the Code,
which permits such deductions only to the extent they exceed in the aggregate
two percent of a taxpayer's adjusted gross income. In addition, Section 68 of
the Code provides that the amount of itemized deductions otherwise allowable
for an individual whose adjusted gross income exceeds a specified amount will
be reduced by the lesser of (i) 3% of the excess of the individual's adjusted
gross income over such amount or (ii) 80% of the amount of itemized
deductions otherwise allowable for the taxable year. The amount of additional
taxable income reportable by REMIC Certificateholders that are subject to the
limitations of either Section 67 or Section 68 of the Code may be
substantial. Furthermore, in determining the alternative minimum taxable
income of such a holder of a REMIC Certificate that is an individual, estate
or trust, or a "pass-through entity" beneficially owned by one or more
individuals, estates or trusts, no deduction will be allowed for such
holder's allocable portion of servicing fees and other miscellaneous itemized
deductions of the REMIC, even though an amount equal to the amount of such
fees and other deductions will be included in such holder's gross income.
Accordingly, such REMIC Certificates may not be appropriate investments for
individuals, estates, or trusts, or pass-through entities beneficially owned
by one or more individuals, estates or trusts. Such prospective investors
should consult with their tax advisors prior to making an investment in such
Certificates.
Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC
Certificate. The adjusted basis of a REMIC Regular Certificate generally will
equal the cost of such REMIC Regular Certificate to such Certificateholder,
increased by income reported by such Certificateholder with respect to such
REMIC Regular Certificate (including original issue discount and market
discount income) and reduced (but not below zero) by distributions on such
REMIC Regular Certificate received by such Certificateholder and by any
amortized premium. The adjusted basis of a REMIC Residual Certificate will be
determined as described under "--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions". Except as provided
in the following four paragraphs, any such gain or loss will be capital gain
or loss, provided such REMIC Certificate is
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held as a capital asset (generally, property held for investment) within the
meaning of Section 1221 of the Code. The Code as of the date of this
Prospectus provides for a top marginal tax rate of 39.6% for individuals and
a maximum marginal rate for long-term capital gains of individuals of 28%. No
such rate differential exists for corporations. In addition, the distinction
between a capital gain or loss and ordinary income or loss remains relevant
for other purposes.
Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent such gain does
not exceed the excess, if any, of (i) the amount that would have been
includible in the seller's income with respect to such REMIC Regular
Certificate assuming that income had accrued thereon at a rate equal to 110%
of the "applicable Federal rate" (generally, a rate based on an average of
current yields on Treasury securities having a maturity comparable to that of
the Certificate based on the application of the Prepayment Assumption to such
Certificate which rate is computed and published monthly by the IRS),
determined as of the date of purchase of such REMIC Regular Certificate, over
(ii) the amount of ordinary income actually includible in the seller's income
prior to such sale. In addition, gain recognized on the sale of a REMIC
Regular Certificate by a seller who purchased such REMIC Regular Certificate
at a market discount will be taxable as ordinary income in an amount not
exceeding the portion of such discount that accrued during the period such
REMIC Certificate was held by such holder, reduced by any market discount
included in income under the rules described above under "--Taxation of
Owners of REMIC Regular Certificates--Market Discount" and "--Premium".
REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the
sale of a REMIC Certificate by a bank or thrift institution to which such
section applies will be ordinary income or loss.
Except as may be provided in Treasury regulations yet to be issued, if the
seller of a REMIC Residual Certificate reacquires such REMIC Residual
Certificate, or acquires any other residual interest in a REMIC or any
similar interest in a "taxable mortgage pool" (as defined in Section 7701(i)
of the Code) during the period beginning six months before, and ending six
months after, the date of such sale, such sale will be subject to the "wash
sale" rules of Section 1091 of the Code. In that event, any loss realized by
the REMIC Residual Certificateholder on the sale will not be deductible, but
instead will be added to such REMIC Residual Certificateholder's adjusted
basis in the newly-acquired asset.
Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions"
(a "Prohibited Transactions Tax"). In general, subject to certain specified
exceptions a prohibited transaction means the disposition of a Mortgage Loan,
the receipt of income from a source other than a Mortgage Loan or certain
other permitted investments, the receipt of compensation for services, or
gain from the disposition of an asset purchased with the payments on the
Mortgage Loans for temporary investment pending distribution on the REMIC
Certificates. It is not anticipated that any REMIC will engage in any
prohibited transactions in which it would recognize a material amount of net
income.
In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax
on the REMIC equal to 100% of the value of the contributed property (a
"Contributions Tax"). Each Pooling and Servicing Agreement will include
provisions designed to prevent the acceptance of any contributions that would
be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate
rate on "net income from foreclosure property", determined by reference to
the rules applicable to real estate investment trusts. "Net income from
foreclosure property" generally means gain from the sale of a foreclosure
property that is inventory property and gross income from foreclosure
property other than qualifying rents and other qualifying income for a real
estate investment trust. Unless otherwise disclosed in the related Prospectus
Supplement, it is not anticipated that any REMIC will recognize "net income
from foreclosure property" subject to federal income tax.
Unless otherwise disclosed in the related Prospectus Supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
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Unless otherwise stated in the related Prospectus Supplement, and to the
extent permitted by then applicable laws, any Prohibited Transactions Tax,
Contributions Tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne
by the related Master Servicer, Special Servicer, Manager or Trustee in any
case out of its own funds, provided that such person has sufficient assets to
do so, and provided further that such tax arises out of a breach of such
person's obligations under the related Pooling and Servicing Agreement and in
respect of compliance with applicable laws and regulations. Any such tax not
borne by a Master Servicer, Special Servicer, Manager or Trustee will be
charged against the related Trust Fund resulting in a reduction in amounts
payable to holders of the related REMIC Certificates.
Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization" (as defined below), a tax would be imposed in an
amount (determined under the REMIC Regulations) equal to the product of (i)
the present value (discounted using the "applicable Federal rate" for
obligations whose term ends on the close of the last quarter in which excess
inclusions are expected to accrue with respect to the REMIC Residual
Certificate, which rate is computed and published monthly by the IRS) of the
total anticipated excess inclusions with respect to such REMIC Residual
Certificate for periods after the transfer and (ii) the highest marginal
federal income tax rate applicable to corporations. The anticipated excess
inclusions must be determined as of the date that the REMIC Residual
Certificate is transferred and must be based on events that have occurred up
to the time of such transfer, the Prepayment Assumption and any required or
permitted clean up calls or required liquidation provided for in the REMIC's
organizational documents. Such a tax generally would be imposed on the
transferor of the REMIC Residual Certificate, except that where such transfer
is through an agent for a disqualified organization, the tax would instead be
imposed on such agent. However, a transferor of a REMIC Residual Certificate
would in no event be liable for such tax with respect to a transfer if the
transferee furnishes to the transferor an affidavit that the transferee is
not a disqualified organization and, as of the time of the transfer, the
transferor does not have actual knowledge that such affidavit is false.
Moreover, an entity will not qualify as a REMIC unless there are reasonable
arrangements designed to ensure that (i) residual interests in such entity
are not held by disqualified organizations and (ii) information necessary for
the application of the tax described herein will be made available.
Restrictions on the transfer of REMIC Residual Certificates and certain other
provisions that are intended to meet this requirement will be included in
each Pooling and Servicing Agreement, and will be discussed in any Prospectus
Supplement relating to the offering of any REMIC Residual Certificate.
In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of (i) the
amount of excess inclusions on the REMIC Residual Certificate that are
allocable to the interest in the pass-through entity held by such
disqualified organization and (ii) the highest marginal federal income tax
rate imposed on corporations. A pass-through entity will not be subject to
this tax for any period, however, if each record holder of an interest in
such pass-through entity furnishes to such pass-through entity (i) such
holder's social security number and a statement under penalties of perjury
that such social security number is that of the record holder or (ii) a
statement under penalties of perjury that such record holder is not a
disqualified organization.
For these purposes, a "disqualified organization" means (i) the United
States, any State or political subdivision thereof, any foreign government,
any international organization, or any agency or instrumentality of the
foregoing (but would not include instrumentalities described in Section
168(h)(2)(D) of the Code or the Federal Home Loan Mortgage Corporation), (ii)
any organization (other than a cooperative described in Section 521 of the
Code) that is exempt from federal income tax, unless it is subject to the tax
imposed by Section 511 of the Code or (iii) any organization described in
Section 1381(a)(2)(C) of the Code. For these purposes, a "pass-through
entity" means any regulated investment company, real estate investment trust,
trust, partnership or certain other entities described in Section 860E(e)(6)
of the Code. In addition, a person holding an interest in a pass-through
entity as a nominee for another person will, with respect to such interest,
be treated as a pass-through entity.
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Termination. A REMIC will terminate immediately after the Distribution
Date following receipt by the REMIC of the final payment in respect of the
Mortgage Loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last distribution on a REMIC
Regular Certificate will be treated as a payment in retirement of a debt
instrument. In the case of a REMIC Residual Certificate, if the last
distribution on such REMIC Residual Certificate is less than the REMIC
Residual Certificateholder's adjusted basis in such Certificate, such REMIC
Residual Certificateholder should (but may not) be treated as realizing a
loss equal to the amount of such difference, and such loss may be treated as
a capital loss.
Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as
partners. Unless otherwise stated in the related Prospectus Supplement, the
Trustee or the Master Servicer, which generally will hold at least a nominal
amount of REMIC Residual Certificates, will file REMIC federal income tax
returns on behalf of the related REMIC, and will be designated as and will
act as the "tax matters person" with respect to the REMIC in all respects.
As the tax matters person, the Trustee or the Master Servicer, as the case
may be, subject to certain notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC
and the REMIC Residual Certificateholders in connection with the
administrative and judicial review of items of income, deduction, gain or
loss of the REMIC, as well as the REMIC's classification. REMIC Residual
Certificateholders generally will be required to report such REMIC items
consistently with their treatment on the related REMIC's tax return and may
in some circumstances be bound by a settlement agreement between the Trustee
or the Master Servicer, as the case may be, as tax matters person, and the
IRS concerning any such REMIC item. Adjustments made to the REMIC tax return
may require a REMIC Residual Certificateholder to make corresponding
adjustments on its return, and an audit of the REMIC's tax return, or the
adjustments resulting from such an audit, could result in an audit of a REMIC
Residual Certificateholder's return. No REMIC will be registered as a tax
shelter pursuant to Section 6111 of the Code because it is not anticipated
that any REMIC will have a net loss for any of the first five taxable years
of its existence. Any person that holds a REMIC Residual Certificate as a
nominee for another person may be required to furnish to the related REMIC,
in a manner to be provided in Treasury regulations, the name and address of
such person and other information.
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be
required more frequently under Treasury regulations. These information
reports generally are required to be sent to individual holders of REMIC
Regular Interests and the IRS; holders of REMIC Regular Certificates that are
corporations, trusts, securities dealers and certain other non-individuals
will be provided interest and original issue discount income information and
the information set forth in the following paragraph upon request in
accordance with the requirements of the applicable regulations. The
information must be provided by the later of 30 days after the end of the
quarter for which the information was requested, or two weeks after the
receipt of the request. The REMIC must also comply with rules requiring a
REMIC Regular Certificate issued with original issue discount to disclose on
its face the amount of original issue discount and the issue date, and
requiring such information to be reported to the IRS. Reporting with respect
to REMIC Residual Certificates, including income, excess inclusions,
investment expenses and relevant information regarding qualification of the
REMIC's assets will be made as required under the Treasury regulations,
generally on a quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular
Certificate at the beginning of each accrual period. In addition, the reports
will include information required by regulations with respect to computing
the accrual of any market discount. Because exact computation of the accrual
of market discount on a constant yield method would require information
relating to the holder's purchase price that the REMIC may not have, such
regulations only require that information pertaining to the appropriate
proportionate method of accruing market discount be provided. See "--Taxation
of Owners of REMIC Regular Certificates--Market Discount".
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Unless otherwise specified in the related Prospectus Supplement, the
responsibility for complying with the foregoing reporting rules will be borne
by either the Trustee or the Master Servicer.
Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of
REMIC Certificates, may be subject to the "backup withholding tax" under
Section 3406 of the Code at a rate of 31% if recipients of such payments fail
to furnish to the payor certain information, including their taxpayer
identification numbers, or otherwise fail to establish an exemption from such
tax. Any amounts deducted and withheld from a distribution to a recipient
would be allowed as a credit against such recipient's federal income tax.
Furthermore, certain penalties may be imposed by the IRS on a recipient of
payments that is required to supply information but that does not do so in
the proper manner.
Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder
that is not a "United States Person" (as defined below) and is not subject to
federal income tax as a result of any direct or indirect connection to the
United States in addition to its ownership of a REMIC Regular Certificate
will not, unless otherwise disclosed in the related Prospectus Supplement, be
subject to United States federal income or withholding tax in respect of a
distribution on a REMIC Regular Certificate, provided that the holder
complies to the extent necessary with certain identification requirements
(including delivery of a statement, signed by the Certificateholder under
penalties of perjury, certifying that such Certificateholder is not a United
States Person and providing the name and address of such Certificateholder).
For these purposes, "UNITED STATES PERSON" means a citizen or resident of the
United States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof, or an estate whose income is subject to United States
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States fiduciaries have the authority to control
all substantial decisions of the trust. It is possible that the IRS may
assert that the foregoing tax exemption should not apply with respect to a
REMIC Regular Certificate held by a REMIC Residual Certificateholder that
owns directly or indirectly a 10% or greater interest in the REMIC Residual
Certificates. If the holder does not qualify for exemption, distributions of
interest, including distributions in respect of accrued original issue
discount, to such holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.
In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by
such controlled foreign corporation.
Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a non-resident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are non-resident
alien individuals should consult their tax advisors concerning this question.
Unless otherwise stated in the related Prospectus Supplement, transfers of
REMIC Residual Certificates to investors that are not United States Persons
will be prohibited under the related Pooling and Servicing Agreement.
GRANTOR TRUST FUNDS
Classification of Grantor Trust Funds. With respect to each series of
Grantor Trust Certificates, counsel to the Depositor will deliver its opinion
to the effect that, assuming compliance with all provisions of the related
Pooling and Servicing Agreement, the related Grantor Trust Fund will be
classified as a grantor trust under subpart E, part I of subchapter J of the
Code and not as a partnership or an association taxable as a corporation.
Accordingly, each holder of a Grantor Trust Certificate generally will be
treated as the owner of an interest in the Mortgage Loans included in the
Grantor Trust Fund.
For purposes of the following discussion, a Grantor Trust Certificate
representing an undivided equitable ownership interest in the principal of
the Mortgage Loans constituting the related Grantor Trust Fund, together with
interest thereon at a pass-through rate, will be referred to as a "Grantor
Trust Fractional Interest Certificate". A Grantor Trust Certificate
representing ownership of all or a portion of the
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difference between interest paid on the Mortgage Loans constituting the
related Grantor Trust Fund (net of normal administration fees) and interest
paid to the holders of Grantor Trust Fractional Interest Certificates issued
with respect to such Grantor Trust Fund will be referred to as a "Grantor
Trust Strip Certificate". A Grantor Trust Strip Certificate may also evidence
a nominal ownership interest in the principal of the Mortgage Loans
constituting the related Grantor Trust Fund.
Taxation of Owners of Grantor Trust Fractional Interest Certificates.
General. Holders of a particular series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the Mortgage Loans
(including amounts used to pay reasonable servicing fees and other expenses)
and will be entitled to deduct their shares of any such reasonable servicing
fees and other expenses. Because of stripped interests, market or original
issue discount, or premium, the amount includible in income on account of a
Grantor Trust Fractional Interest Certificate may differ significantly from
the amount distributable thereon representing interest on the Mortgage Loans.
Under Section 67 of the Code, an individual, estate or trust holding a
Grantor Trust Fractional Interest Certificate directly or through certain
pass-through entities will be allowed a deduction for such reasonable
servicing fees and expenses only to the extent that the aggregate of such
holder's miscellaneous itemized deductions exceeds two percent of such
holder's adjusted gross income. In addition, Section 68 of the Code provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a specified amount will be reduced by the
lesser of (i) 3% of the excess of the individual's adjusted gross income over
such amount or (ii) 80% of the amount of itemized deductions otherwise
allowable for the taxable year. The amount of additional taxable income
reportable by holders of Grantor Trust Fractional Interest Certificates who
are subject to the limitations of either Section 67 or Section 68 of the Code
may be substantial. Further, Certificateholders (other than corporations)
subject to the alternative minimum tax may not deduct miscellaneous itemized
deductions in determining such holder's alternative minimum taxable income.
Although it is not entirely clear, it appears that in transactions in which
multiple classes of Grantor Trust Certificates (including Grantor Trust Strip
Certificates) are issued, such fees and expenses should be allocated among
the classes of Grantor Trust Certificates using a method that recognizes that
each such class benefits from the related services. In the absence of
statutory or administrative clarification as to the method to be used, it
currently is intended to base information returns or reports to the IRS and
Certificateholders on a method that allocates such expenses among classes of
Grantor Trust Certificates with respect to each period based on the
distributions made to each such class during that period.
The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the
"stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional
Interest Certificates may be subject to those rules if (i) a class of Grantor
Trust Strip Certificates is issued as part of the same series of Certificates
or (ii) the Depositor or any of its affiliates retains (for its own account
or for purposes of resale) a right to receive a specified portion of the
interest payable on a Mortgage Asset. Further, the IRS has ruled that an
unreasonably high servicing fee retained by a seller or servicer will be
treated as a retained ownership interest in mortgages that constitutes a
stripped coupon. For purposes of determining what constitutes reasonable
servicing fees for various types of mortgages the IRS has established certain
"safe harbors." The servicing fees paid with respect to the Mortgage Loans
for certain series of Grantor Trust Certificates may be higher than the "safe
harbors" and, accordingly, may not constitute reasonable servicing
compensation. The related Prospectus Supplement will include information
regarding servicing fees paid to a Master Servicer, a Special Servicer, any
Sub-Servicer or their respective affiliates necessary to determine whether
the preceding "safe harbor" rules apply.
If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a)
of the Code, subject, however, to the discussion below regarding the
treatment of certain stripped bonds as market discount bonds and the
discussion regarding de minimis market discount. See "--Taxation of Owners of
Grantor Trust Fractional Interest Certificates--Market Discount" below. Under
the stripped bond rules, the holder of a Grantor Trust Fractional Interest
Certificate
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(whether a cash or accrual method taxpayer) will be required to report
interest income from its Grantor Trust Fractional Interest Certificate for
each month in an amount equal to the income that accrues on such Certificate
in that month calculated under a constant yield method, in accordance with
the rules of the Code relating to original issue discount.
The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be
the sum of all payments to be made on such Certificate, other than "qualified
stated interest", if any, as well as such Certificate's share of reasonable
servicing fees and other expenses. See "--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" for a
definition of "qualified stated interest". In general, the amount of such
income that accrues in any month would equal the product of such holder's
adjusted basis in such Grantor Trust Fractional Interest Certificate at the
beginning of such month (see "--Sales of Grantor Trust Certificates" below)
and the yield of such Grantor Trust Fractional Interest Certificate to such
holder. Such yield would be computed as the rate (compounded based on the
regular interval between payment dates) that, if used to discount the
holder's share of future payments on the Mortgage Loans, would cause the
present value of those future payments to equal the price at which the holder
purchased such Certificate. In computing yield under the stripped bond rules,
a Certificateholder's share of future payments on the Mortgage Loans will not
include any payments made in respect of any ownership interest in the
Mortgage Loans retained by the Depositor, a Master Servicer, a Special
Servicer, any Sub-Servicer or their respective affiliates, but will include
such Certificateholder's share of any reasonable servicing fees and other
expenses.
Section 1272(a)(6) of the Code requires (i) the use of a reasonable
prepayment assumption in accruing original issue discount and (ii)
adjustments in the accrual of original issue discount when prepayments do not
conform to the prepayment assumption, with respect to certain categories of
debt instruments, and regulations could be adopted applying those provisions
to the Grantor Trust Fractional Interest Certificates. It is unclear whether
those provisions would be applicable to the Grantor Trust Fractional Interest
Certificates or whether use of a reasonable prepayment assumption may be
required or permitted without reliance on these rules. It is also uncertain,
if a prepayment assumption is used, whether the assumed prepayment rate would
be determined based on conditions at the time of the first sale of the
Grantor Trust Fractional Interest Certificate or, with respect to any holder,
at the time of purchase of the Grantor Trust Fractional Interest Certificate
by that holder. Certificateholders are advised to consult their tax advisors
concerning reporting original issue discount in general and, in particular,
whether a prepayment assumption should be used in reporting original issue
discount with respect to Grantor Trust Fractional Interest Certificates.
In the case of a Grantor Trust Fractional Interest Certificate acquired at
a price equal to the principal amount of the Mortgage Loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a Grantor Trust Fractional Interest
Certificate acquired at a discount or premium (that is, at a price less than
or greater than such principal amount, respectively), the use of a reasonable
prepayment assumption would increase or decrease such yield, and thus
accelerate or decelerate, respectively, the reporting of income.
If a prepayment assumption is not used, then when a Mortgage Loan prepays
in full, the holder of a Grantor Trust Fractional Interest Certificate
acquired at a discount or a premium generally will recognize ordinary income
or loss equal to the difference between the portion of the prepaid principal
amount of the Mortgage Loan that is allocable to such Certificate and the
portion of the adjusted basis of such Certificate that is allocable to such
Certificateholder's interest in the Mortgage Loan. If a prepayment assumption
is used, it appears that no separate item of income or loss should be
recognized upon a prepayment. Instead, a prepayment should be treated as a
partial payment of the stated redemption price of the Grantor Trust
Fractional Interest Certificate and accounted for under a method
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similar to that described for taking account of original issue discount on
REMIC Regular Certificates. See "--REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount". It is unclear whether any
other adjustments would be required to reflect differences between an assumed
prepayment rate and the actual rate of prepayments.
In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
Certificateholders in transactions subject to the stripped bond rules on a
prepayment assumption that will be disclosed in the related Prospectus
Supplement and on a constant yield computed using a representative initial
offering price for each class of Certificates. However, neither the Depositor
nor any other person will make any representation that the Mortgage Loans
will in fact prepay at a rate conforming to such prepayment assumption or any
other rate and Certificateholders should bear in mind that the use of a
representative initial offering price will mean that such information returns
or reports, even if otherwise accepted as accurate by the IRS, will in any
event be accurate only as to the initial Certificateholders of each series
who bought at that price.
Under Treasury regulation Section 1.1286-1(b), certain stripped bonds are
to be treated as market discount bonds and, accordingly, any purchaser of
such a bond is to account for any discount on the bond as market discount
rather than original issue discount. This treatment only applies, however, if
immediately after the most recent disposition of the bond by a person
stripping one or more coupons from the bond and disposing of the bond or
coupon (i) there is no original issue discount (or only a de minimis amount
of original issue discount) or (ii) the annual stated rate of interest
payable on the original bond is no more than one percentage point lower than
the gross interest rate payable on the original mortgage loan (before
subtracting any servicing fee or any stripped coupon). If interest payable on
a Grantor Trust Fractional Interest Certificate is more than one percentage
point lower than the gross interest rate payable on the Mortgage Loans, the
related Prospectus Supplement will disclose that fact. If the original issue
discount or market discount on a Grantor Trust Fractional Interest
Certificate determined under the stripped bond rules is less than 0.25% of
the stated redemption price multiplied by the weighted average maturity of
the Mortgage Loans, then such original issue discount or market discount will
be considered to be de minimis. Original issue discount or market discount of
only a de minimis amount will be included in income in the same manner as de
minimis original issue and market discount described in "--Taxation of Owners
of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do
Not Apply" and "--Market Discount" below.
If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required
to report its share of the interest income on the Mortgage Loans in
accordance with such Certificateholder's normal method of accounting. The
original issue discount rules will apply, even if the stripped bond rules do
not apply, to a Grantor Trust Fractional Interest Certificate to the extent
it evidences an interest in Mortgage Loans issued with original issue
discount.
The original issue discount, if any, on the Mortgage Loans will equal the
difference between the stated redemption price of such Mortgage Loans and
their issue price. For a definition of "stated redemption price," see
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount"
above. In general, the issue price of a Mortgage Loan will be the amount
received by the borrower from the lender under the terms of the Mortgage
Loan, less any "points" paid by the borrower, and the stated redemption price
of a Mortgage Loan will equal its principal amount, unless the Mortgage Loan
provides for an initial "teaser," or below-market interest rate. The
determination as to whether original issue discount will be considered to be
de minimis will be calculated using the same test as in the REMIC discussion.
See "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount" above.
In the case of Mortgage Loans bearing adjustable or variable interest
rates, the related Prospectus Supplement will describe the manner in which
such rules will be applied with respect to those Mortgage Loans by the
Trustee or Master Servicer, as applicable, in preparing information returns
to the Certificateholders and the IRS.
If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a Mortgage Loan will be required to
be accrued and reported in income each month, based on a
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constant yield. The OID Regulations suggest that no prepayment assumption is
appropriate in computing the yield on prepayable obligations issued with
original issue discount. In the absence of statutory or administrative
clarification, it currently is not intended to base information reports or
returns to the IRS and Certificateholders on the use of a prepayment
assumption in transactions not subject to the stripped bond rules. However,
Section 1272(a)(6) of the Code may require that a prepayment assumption be
made in computing yield with respect to all mortgage-backed securities.
Certificateholders are advised to consult their own tax advisors concerning
whether a prepayment assumption should be used in reporting original issue
discount with respect to Grantor Trust Fractional Interest Certificates.
Certificateholders should refer to the related Prospectus Supplement with
respect to each series to determine whether and in what manner the original
issue discount rules will apply to Mortgage Loans in such series.
A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less
than such Certificate's allocable portion of the aggregate remaining stated
redemption price of the Mortgage Loans held in the related Trust Fund will
also be required to include in gross income such Certificate's daily portions
of any original issue discount with respect to such Mortgage Loans. However,
each such daily portion will be reduced, if the cost of such Grantor Trust
Fractional Interest Certificate to such purchaser is in excess of such
Certificate's allocable portion of the aggregate "adjusted issue prices" of
the Mortgage Loans held in the related Trust Fund, approximately in
proportion to the ratio such excess bears to such Certificate's allocable
portion of the aggregate original issue discount remaining to be accrued on
such Mortgage Loans. The adjusted issue price of a Mortgage Loan on any given
day equals the sum of (i) the adjusted issue price (or, in the case of the
first accrual period, the issue price) of such Mortgage Loan at the beginning
of the accrual period that includes such day and (ii) the daily portions of
original issue discount for all days during such accrual period prior to such
day. The adjusted issue price of a Mortgage Loan at the beginning of any
accrual period will equal the issue price of such Mortgage Loan, increased by
the aggregate amount of original issue discount with respect to such Mortgage
Loan that accrued in prior accrual periods, and reduced by the amount of any
payments made on such Mortgage Loan in prior accrual periods of amounts
included in its stated redemption price.
Unless otherwise provided in the related Prospectus Supplement, the
Trustee or Master Servicer, as applicable, will provide to any holder of a
Grantor Trust Fractional Interest Certificate such information as such holder
may reasonably request from time to time with respect to original issue
discount accruing on Grantor Trust Fractional Interest Certificates. See
"--Grantor Trust Reporting" below.
Market Discount. If the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, a Certificateholder may be subject to
the market discount rules of Sections 1276 through 1278 of the Code to the
extent an interest in a Mortgage Loan is considered to have been purchased at
a "market discount", that is, in the case of a Mortgage Loan issued without
original issue discount, at a purchase price less than its remaining stated
redemption price (as defined above), or in the case of a Mortgage Loan issued
with original issue discount, at a purchase price less than its adjusted
issue price (as defined above). If market discount is in excess of a de
minimis amount (as described below), the holder generally will be required to
include in income in each month the amount of such discount that has accrued
(under the rules described in the next paragraph) through such month that has
not previously been included in income, but limited, in the case of the
portion of such discount that is allocable to any Mortgage Loan, to the
payment of stated redemption price on such Mortgage Loan that is received by
(or, in the case of accrual basis Certificateholders, due to) the Trust Fund
in that month. A Certificateholder may elect to include market discount in
income currently as it accrues (under a constant yield method based on the
yield of the Certificate to such holder) rather than including it on a
deferred basis in accordance with the foregoing under rules similar to those
described in "--Taxation of Owners of REMIC Regular Interests--Market
Discount" above.
Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. Under those rules, in each
accrual period market discount on the Mortgage Loans should accrue, at the
holder's option: (i) on the basis of a constant yield
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method, (ii) in the case of a Mortgage Loan issued without original issue
discount, in an amount that bears the same ratio to the total remaining
market discount as the stated interest paid in the accrual period bears to
the total stated interest remaining to be paid on the Mortgage Loan as of the
beginning of the accrual period, or (iii) in the case of a Mortgage Loan
issued with original issue discount, in an amount that bears the same ratio
to the total remaining market discount as the original issue discount accrued
in the accrual period bears to the total original issue discount remaining at
the beginning of the accrual period. The prepayment assumption, if any, used
in calculating the accrual of original issue discount is to be used in
calculating the accrual of market discount. The effect of using a prepayment
assumption could be to accelerate the reporting of such discount income.
Because the regulations referred to in this paragraph have not been issued,
it is not possible to predict what effect such regulations might have on the
tax treatment of a Mortgage Loan purchased at a discount in the secondary
market.
Because the Mortgage Loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly slower than the rate at which such discount
would be included in income if it were original issue discount.
Market discount with respect to Mortgage Loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules
similar to those described in "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above within the exception that it is
less likely that a prepayment assumption will be used for purposes of such
rules with respect to the Mortgage Loans.
Further, under the rules described in "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount", any discount that is not
original issue discount and exceeds a de minimis amount may require the
deferral of interest expense deductions attributable to accrued market
discount not yet includible in income, unless an election has been made to
report market discount currently as it accrues.
Premium. If a Certificateholder is treated as acquiring the underlying
Mortgage Loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171
of the Code to amortize using a constant yield method the portion of such
premium allocable to Mortgage Loans originated after September 27, 1985.
Amortizable premium is treated as an offset to interest income on the related
debt instrument, rather than as a separate interest deduction. However,
premium allocable to Mortgage Loans originated before September 28, 1985 or
to Mortgage Loans for which an amortization election is not made, should be
allocated among the payments of stated redemption price on the Mortgage Loan
and be allowed as a deduction as such payments are made (or, for a
Certificateholder using the accrual method of accounting, when such payments
of stated redemption price are due).
It is unclear whether a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code. If premium
is not subject to amortization using a prepayment assumption and a Mortgage
Loan prepays in full, the holder of a Grantor Trust Fractional Interest
Certificate acquired at a premium should recognize a loss equal to the
difference between the portion of the prepaid principal amount of the
Mortgage Loan that is allocable to the Certificate and the portion of the
adjusted basis of the Certificate that is allocable to the Mortgage Loan. If
a prepayment assumption is used to amortize such premium, it appears that
such a loss would be unavailable. Instead, if a prepayment assumption is
used, a prepayment should be treated as a partial payment of the stated
redemption price of the Grantor Trust Fractional Interest Certificate and
accounted for under a method similar to that described for taking account of
original issue discount on REMIC Regular Certificates. See
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount". It is unclear whether any other adjustments would be required to
reflect differences between the prepayment assumption and the actual rate of
prepayments.
Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust
Strip Certificates. Except as described above in "--Taxation of Owners of
Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules
Apply", no
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regulations or published rulings under Section 1286 of the Code have been
issued and some uncertainty exists as to how it will be applied to securities
such as the Grantor Trust Strip Certificates. Accordingly, holders of Grantor
Trust Strip Certificates should consult their tax advisors concerning the
method to be used in reporting income or loss with respect to such
Certificates.
The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of
the Code will be applied. In addition, the discussion below is subject to the
discussion under "--Possible Application of Proposed Contingent Payment
Rules" below and assumes that the holder of a Grantor Trust Strip Certificate
will not own any Grantor Trust Fractional Interest Certificates.
Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of
Grantor Trust Strip Certificates would include as interest income in each
month an amount equal to the product of such holder's adjusted basis in such
Grantor Trust Strip Certificate at the beginning of such month and the yield
of such Grantor Trust Strip Certificate to such holder. Such yield would be
calculated based on the price paid for that Grantor Trust Strip Certificate
by its holder and the payments remaining to be made thereon at the time of
the purchase, plus an allocable portion of the servicing fees and expenses to
be paid with respect to the Mortgage Loans. See "--Taxation of Owners of
Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Apply"
above.
As noted above, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to certain categories of debt instruments, and that adjustments be
made in the amount and rate of accrual of such discount when prepayments do
not conform to such prepayment assumption. Regulations could be adopted
applying those provisions to the Grantor Trust Strip Certificates. It is
unclear whether those provisions would be applicable to the Grantor Trust
Strip Certificates or whether use of a prepayment assumption may be required
or permitted in the absence of such regulations. It is also uncertain, if a
prepayment assumption is used, whether the assumed prepayment rate would be
determined based on conditions at the time of the first sale of the Grantor
Trust Strip Certificate or, with respect to any subsequent holder, at the
time of purchase of the Grantor Trust Strip Certificate by that holder.
The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a prepayment assumption is permitted to be made than
if yield is computed assuming no prepayments. In the absence of statutory or
administrative clarification, it currently is intended to base information
returns or reports to the IRS and Certificateholders on the Prepayment
Assumption disclosed in the related Prospectus Supplement and on a constant
yield computed using a representative initial offering price for each class
of Certificates. However, neither the Depositor nor any other person will
make any representation that the Mortgage Loans will in fact prepay at a rate
conforming to the Prepayment Assumption or at any other rate and
Certificateholders should bear in mind that the use of a representative
initial offering price will mean that such information returns or reports,
even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial Certificateholders of each series who bought
at that price. Prospective purchasers of the Grantor Trust Strip Certificates
should consult their tax advisors regarding the use of the Prepayment
Assumption.
It is unclear under what circumstances, if any, the prepayment of a
Mortgage Loan will give rise to a loss to the holder of a Grantor Trust Strip
Certificate. If a Grantor Trust Strip Certificate is treated as a single
instrument (rather than an interest in discrete mortgage loans) and the
effect of prepayments is taken into account in computing yield with respect
to such Grantor Trust Strip Certificate, it appears that no loss may be
available as a result of any particular prepayment unless prepayments occur
at a rate faster than the Prepayment Assumption. However, if a Grantor Trust
Strip Certificate is treated as an interest in discrete Mortgage Loans, or if
the Prepayment Assumption is not used, then when a Mortgage Loan is prepaid,
the holder of a Grantor Trust Strip Certificate should be able to recognize a
loss equal to the portion of the adjusted issue price of the Grantor Trust
Strip Certificate that is allocable to such Mortgage Loan.
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Possible Application of Proposed Contingent Payment Rules. The coupon
stripping rules' general treatment of stripped coupons is to regard them as
newly issued debt instruments in the hands of each purchaser. To the extent
that payments on the Grantor Trust Strip Certificates would cease if the
Mortgage Loans were prepaid in full, the Grantor Trust Strip Certificates
could be considered to be debt instruments providing for contingent payments.
Under the OID Regulations, debt instruments providing for contingent payments
are not subject to the same rules as debt instruments providing for
noncontingent payments. Treasury regulations were promulgated on June 11,
1996 regarding contingent payment debt instruments, but it appears that the
Grantor Trust Strip Certificates, due to their similarity to other
mortgage-backed securities (such as REMIC regular interests) that are
expressly exempted from the application of such proposed regulations, may be
excepted from such proposed regulations. Like the OID Regulations, such
proposed regulations do not specifically address securities, such as the
Grantor Trust Strip Certificates, that are subject to the stripped bond rules
of Section 1286 of the Code.
If the contingent payment rules under the proposed regulations were to
apply, the holder of a Grantor Trust Strip Certificate would be required to
apply the "noncontingent bond method." Under the "noncontingent bond method,"
the issuer of a Grantor Trust Strip Certificate determines a projected
payment schedule on which interest will accrue. Holders of Grantor Trust
Strip Certificates are bound by the issuer's projected payment schedule. The
projected payment schedule consists of all noncontingent payments and a
projected amount for each contingent payment based on the "comparable yield"
(as described below) of the Grantor Trust Strip Certificate. The projected
amount of each payment is determined so that the payment schedule reflects
the "comparable yield. The projected amount of each payment must reasonably
reflect the relative expected values of the payments to be received by the
holders of a Grantor Trust Strip Certificate in the manner prescribed by the
regulations. The "comparable yield" referred to above is generally the yield
at which the issuer would issue a fixed rate debt instrument with terms and
conditions similar to those of the Grantor Trust Strip Certificates,
including the level of subordination, term, timing of payments and general
market conditions. The holder of a Grantor Trust Strip Certificate would be
required to include as interest income in each month the adjusted issue price
of the Grantor Trust Strip Certificate at the beginning of the period
multiplied by the projected yield.
Assuming that a prepayment assumption were used, if the proposed
regulations or their principles were applied to Grantor Trust Strip
Certificates, the amount of income reported with respect thereto would be
substantially similar to that described under "Taxation of Owners of Grantor
Trust Strip Certificates."
Certificateholders should consult their tax advisors concerning the
possible application of the contingent payment rules to the Grantor Trust
Strip Certificates.
Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange
of a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and (in the case of banks and other financial institutions)
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal its cost, increased by any
income reported by the seller (including original issue discount and market
discount income) and reduced (but not below zero) by any previously reported
losses, any amortized premium and by any distributions with respect to such
Grantor Trust Certificate. The Code as of the date of this Prospectus
provides a top marginal tax rate of 39.6% for individuals and a maximum
marginal rate for long-term capital gains of individuals of 28%. No such rate
differential exists for corporations. In addition, the distinction between a
capital gain or loss and ordinary income or loss remains relevant for other
purposes.
Gain or loss from the sale of a Grantor Trust Certificate may be partially
or wholly ordinary and not capital in certain circumstances. Gain
attributable to accrued and unrecognized market discount will be treated as
ordinary income, as will gain or loss recognized by banks and other financial
institutions subject to Section 582(c) of the Code. Furthermore, a portion of
any gain that might otherwise be capital gain may be treated as ordinary
income to the extent that the Grantor Trust Certificate is held as part of
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a "conversion transaction" within the meaning of Section 1258 of the Code. A
conversion transaction generally is one in which the taxpayer has taken two
or more positions in the same or similar property that reduce or eliminate
market risk, if substantially all of the taxpayer's return is attributable to
the time value of the taxpayer's net investment in such transaction. The
amount of gain realized in a conversion transaction that is recharacterized
as ordinary income generally will not exceed the amount of interest that
would have accrued on the taxpayer's net investment at 120% of the
appropriate "applicable Federal rate" (which rate is computed and published
monthly by the IRS) at the time the taxpayer enters into the conversion
transaction, subject to appropriate reduction for prior inclusion of interest
and other ordinary income items from the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for that taxable year, for
purposes of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's
net investment income.
Grantor Trust Reporting. Unless otherwise provided in the related
Prospectus Supplement, the Trustee or Master Servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution
a statement setting forth the amount of such distribution allocable to
principal on the underlying Mortgage Loans and to interest thereon at the
related Pass-Through Rate. In addition, the Trustee or Master Servicer, as
applicable, will furnish, within a reasonable time after the end of each
calendar year, to each holder of a Grantor Trust Certificate who was such a
holder at any time during such year, information regarding the amount of
servicing compensation received by the Master Servicer, the Special Servicer
or any Sub-Servicer, and such other customary factual information as the
Depositor or the reporting party deems necessary or desirable to enable
holders of Grantor Trust Certificates to prepare their tax returns and will
furnish comparable information to the IRS as and when required by law to do
so. Because the rules for accruing discount and amortizing premium with
respect to the Grantor Trust Certificates are uncertain in various respects,
there is no assurance the IRS will agree with the Trustee's or Master
Servicer's, as the case may be, information reports of such items of income
and expense. Moreover, such information reports, even if otherwise accepted
as accurate by the IRS, will in any event be accurate only as to the initial
Certificateholders that bought their Certificates at the representative
initial offering price used in preparing such reports.
Backup Withholding. In general, the rules described in "--REMICs--Backup
Withholding with Respect to REMIC Certificates" will also apply to Grantor
Trust Certificates.
Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "--REMICs--Foreign Investors in REMIC Certificates"
applies to Grantor Trust Certificates except that Grantor Trust Certificates
will, unless otherwise disclosed in the related Prospectus Supplement, be
eligible for exemption from U.S. withholding tax, subject to the conditions
described in such discussion, only to the extent the related Mortgage Loans
were originated after July 18, 1984.
To the extent that interest on a Grantor Trust Certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States
withholding tax, and the Grantor Trust Certificate is not held in connection
with a Certificateholder's trade or business in the United States, such
Grantor Trust Certificate will not be subject to United States estate taxes
in the estate of a non-resident alien individual.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the
state and local tax consequences of the acquisition, ownership, and
disposition of the Offered Certificates. State tax law may differ
substantially from the corresponding federal law, and the discussion above
does not purport to describe any aspect of the income tax laws of any state
or other jurisdiction. Therefore, potential investors should consult their
tax advisors with respect to the various tax consequences of investments in
the Offered Certificates.
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ERISA CONSIDERATIONS
GENERAL
ERISA and the Code impose certain requirements on employee benefit plans
and on certain other retirement plans and arrangements, including individual
retirement accounts and annuities, Keogh plans and collective investment
funds and separate accounts (and, as applicable, insurance company general
accounts) in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and/or Section
4975 of the Code ("Plans") and on persons who are fiduciaries with respect to
such Plans in connection with the investment of Plan assets. Certain employee
benefit plans, such as governmental plans (as defined in ERISA Section
3(32)), and, if no election has been made under Section 410(d) of the Code,
church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA
requirements. Accordingly, assets of such plans may be invested in Offered
Certificates without regard to the ERISA considerations described below,
subject to the provisions of other applicable federal and state law. Any such
plan which is qualified and exempt from taxation under Sections 401(a) and
501(a) of the Code, however, is subject to the prohibited transaction rules
set forth in Section 503 of the Code.
ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, Section 406 of ERISA and Section
4975 of the Code prohibit a broad range of transactions involving assets of a
Plan and persons ("Parties in Interest") who have certain specified
relationships to the Plan, unless a statutory or administrative exemption is
available. Unless an exemption is available, a Plan's purchase or holding of
a Certificate may constitute or result in a prohibited transaction if any of
the Depositor, the Trustee, the Master Servicer, the Manager, the Special
Servicer or a Sub-Servicer is a Party in Interest with respect to that Plan.
Certain Parties in Interest that participate in a prohibited transaction may
be subject to an excise tax imposed pursuant to Section 4975 of the Code or a
penalty imposed pursuant to Section 502(i) of ERISA, unless a statutory or
administrative exemption is available. These prohibited transactions
generally are set forth in Section 406 of ERISA and Section 4975 of the Code.
PLAN ASSET REGULATIONS
A Plan's investment in Offered Certificates may cause the underlying
Mortgage Loans, MBS and other assets included in a related Trust Fund to be
deemed assets of such Plan. A regulation of the United States Department of
Labor ("DOL") at 29 C.F.R. Section 2510.3-101 provides that when a Plan
acquires an equity interest in an entity, the Plan's assets include both such
equity interest and an undivided interest in each of the underlying assets of
the entity, unless certain exceptions not applicable here apply, or unless
the equity participation in the entity by "benefit plan investors" (i.e.,
Plans and certain employee benefit plans not subject to ERISA) is not
"significant," both as defined therein. Equity participation in a Trust Fund
will be significant on any date if immediately after the most recent
acquisition of any Certificate, 25% or more of any class of Certificates is
held by benefit plan investors.
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides
investment advice with respect to such assets for a fee, is a fiduciary of
the investing Plan. If the Mortgage Loans, MBS and other assets included in a
Trust Fund constitute Plan assets, then any party exercising management or
discretionary control regarding those assets, such as the Master Servicer,
the Special Servicer, any Sub-Servicer, the Manager, the Trustee, the obligor
under any credit enhancement mechanism, or certain affiliates thereof may be
deemed to be a Plan "fiduciary" and thus subject to the fiduciary
responsibility provisions of ERISA and the prohibited transaction provisions
of ERISA and Section 4975 of the Code with respect to the investing Plan. In
addition, if the Mortgage Loans, MBS and other assets included in a Trust
Fund constitute Plan assets, the purchase of Certificates by, on behalf of or
with assets of a Plan, as well as the operation of the Trust Fund, may
constitute or involve a prohibited transaction under ERISA or the Code.
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PROHIBITED TRANSACTION EXEMPTION
On March 29, 1994, the DOL issued an individual exemption (the
"Exemption"), to certain of the Depositor's affiliates, which generally
exempts from the application of the prohibited transaction provisions of
Section 406 of ERISA, and the excise taxes imposed on such prohibited
transactions pursuant to Sections 4975(a) and (b) of the Code, certain
transactions, among others, relating to the servicing and operation of
mortgage pools and the purchase, sale and holding of mortgage pass-through
certificates issued by a trust as to which (i) the Depositor is the sponsor
if any entity which has received from the DOL an individual prohibited
transaction exemption which is similar to the Exemption is the sole
underwriter, or manager or co-manager of the underwriting syndicate or a
seller or placement agent, or (ii) the Depositor or an affiliate is the
Underwriter (as hereinafter defined), provided that certain conditions set
forth in the Exemption are satisfied. For purposes of this Section "ERISA
Considerations," the term "Underwriter" shall include (a) the Depositor and
certain of its affiliates, (b) any person directly or indirectly, through one
or more intermediaries, controlling, controlled by or under common control
with the Depositor and certain of its affiliates, (c) any member of the
underwriting syndicate or selling group of which a person described in (a) or
(b) is a manager or co-manager with respect to a class of Certificates, or
(d) any entity which has received an exemption from the DOL relating to
Certificates which is similar to the Exemption.
The Exemption sets forth six general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of Offered
Certificates to be eligible for exemptive relief thereunder. First, the
acquisition of Offered Certificates by or with assets of a Plan must be on
terms that are at least as favorable to the Plan as they would be in an
arm's-length transaction with an unrelated party. Second, the Exemption only
applies to Offered Certificates evidencing rights and interests that are not
subordinated to the rights and interests evidenced by the other Certificates
of the same trust. Third, the Offered Certificates at the time of acquisition
by or with assets of a Plan must be rated in one of the three highest generic
rating categories by Standard & Poor's Ratings Services, Moody's Investors
Service, Inc., Duff & Phelps or Fitch Investors Service, L.P. Fourth, the
Trustee cannot be an affiliate of any member of the "Restricted Group" which
consists of any Underwriter, the Depositor, the Master Servicer, any Special
Servicer, any Sub-Servicer, any obligor under any credit enhancement
mechanism, any Manager and any mortgagor with respect to Trust Assets
constituting more than 5% of the aggregate unamortized principal balance of
the Trust Assets in the related Trust Fund as of the date of initial issuance
of the Certificates. Fifth, the sum of all payments made to and retained by
the Underwriters must represent not more than reasonable compensation for
underwriting the Certificates; the sum of all payments made to and retained
by the Depositor pursuant to the assignment of the Trust Assets to the
related Trust Fund must represent not more than the fair market value of such
obligations; and the sum of all payments made to and retained by the Master
Servicer, any Special Servicer, any Sub-Servicer and any Manager must
represent not more than reasonable compensation for such person's services
under the related Pooling and Servicing Agreement and reimbursement of such
person's reasonable expenses in connection therewith. Sixth, the Exemption
states that the investing Plan or Plan asset investor must be an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
The Exemption also requires that each Trust Fund meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type
that have been included in other investment pools; (ii) certificates in such
other investment pools must have been rated in one of the three highest
categories of one of the rating agencies specified above for at least one
year prior to the acquisition of Certificates by or with assets of a Plan;
and (iii) certificates in such other investment pools must have been
purchased by investors other than Plans for at least one year prior to any
acquisition of Certificates by or with assets of a Plan.
It is not clear whether certain Certificates that may be offered hereunder
would constitute "certificates" for purposes of the Exemption, including but
not limited to, (i) Certificates evidencing an interest in certificates
insured or guaranteed by FAMC, (ii) Certificates evidencing an interest in
Mortgage Loans secured by liens on real estate projects under construction,
(iii) Certificates evidencing an interest in a Trust Fund including equity
participations, (iv) Certificates evidencing an interest in a Trust Fund
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including Cash Flow Agreements, or (v) subordinated Classes of Certificates
(collectively, "Non-Exempt Certificates"). In promulgating the Exemption, the
DOL did not have under consideration interests in pools of the exact nature
described in this paragraph and accordingly, unless otherwise provided in the
related Prospectus Supplement, Plans and persons investing assets of Plans
should not purchase Non-Exempt Certificates based solely upon the Exemption.
A fiduciary or other investor of Plan assets contemplating purchasing an
Offered Certificate must make its own determination that the general
conditions set forth above will be satisfied with respect to such
Certificate.
If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407 of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the
Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in
connection with the direct or indirect sale, exchange, transfer, holding or
the direct or indirect acquisition or disposition in the secondary market of
Offered Certificates by or with assets of a Plan. However, no exemption is
provided from the restrictions of Sections 406(a)(1)(E) and 406(a)(2) of
ERISA for the acquisition or holding of an Offered Certificate on behalf of
an "Excluded Plan" by any person who has discretionary authority or renders
investment advice with respect to assets of such Excluded Plan. For purposes
of the Certificates, an Excluded Plan is a Plan sponsored by any member of
the Restricted Group.
If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA, and the taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection
with (1) the direct or indirect sale, exchange or transfer of Certificates in
the initial issuance of Certificates between the Depositor or an Underwriter
and a Plan when the person who has discretionary authority or renders
investment advice with respect to the investment of the relevant Plan assets
in the Certificates is (a) a mortgagor with respect to 5% or less of the fair
market value of the Trust Assets or (b) an affiliate of such a person, (2)
the direct or indirect acquisition or disposition in the secondary market of
Certificates by or with assets of a Plan and (3) the holding of Certificates
by or with assets of a Plan.
Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by
Sections 406(a), 406(b) and 407 of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code, for
transactions in connection with the servicing, management and operation of
the pools of Mortgage Assets. The Depositor expects that the specific
conditions of the Exemption required for this purpose will be satisfied with
respect to the Certificates so that the Exemption would provide an exemption
from the restrictions imposed by Sections 406(a) and (b) of ERISA, the excise
taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section
4975(c) of the Code), for transactions in connection with the servicing,
management and operation of the pools of Mortgage Assets, provided that the
general conditions of the Exemption are satisfied.
The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D)
of the Code, if such restrictions are deemed to otherwise apply merely
because a person is deemed to be a "party in interest" (within the meaning of
Section 3(14) of ERISA) or a "disqualified person" (within the meaning of
Section 4975(e)(2) of the Code) with respect to an investing Plan by virtue
of providing services to the Plan (or by virtue of having certain specified
relationships to such a person) solely as a result of the Plan's ownership of
Certificates.
Before purchasing an Offered Certificate, a fiduciary or other investor of
Plan assets should itself confirm (a) that the Certificates constitute
"certificates" for purposes of the Exemption and (b) that the specific and
general conditions set forth in the Exemption and the other requirements set
forth in the Exemption would be satisfied. In addition to making its own
determination as to the availability of the exemptive relief provided in the
Exemption, the fiduciary or other Plan investor should consider its general
fiduciary obligations under ERISA in determining whether to purchase any
Offered Certificates
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with assets of a Plan. Such fiduciary or other Plan investor should consider
the availability of other class exemptions granted by the DOL, which provide
relief from certain of the prohibited transaction provisions of ERISA and the
related excise tax provisions of Section 4975 of the Code, including Sections
I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60, regarding
transactions by insurance company general accounts. The Prospectus Supplement
with respect to a series of Certificates may contain additional information
regarding the application of the Exemption, PTCE 95-60 or any other DOL
exemption, with respect to the Certificates offered thereby.
Any fiduciary or other Plan investor that proposes to purchase Offered
Certificates on behalf of or with assets of a Plan should consult with its
counsel with respect to the potential applicability of ERISA and the Code to
such investment and the availability of the Exemption or any other prohibited
transaction exemption in connection therewith. There can be no assurance that
any of these exemptions will apply with respect to any particular Plan's or
other Plan asset investor's investment in the Certificates or, even if an
exemption were deemed to apply, that any exemption would apply to all
prohibited transactions that may occur in connection with such an investment.
INSURANCE COMPANY GENERAL ACCOUNTS
In addition to any exemption that may be available under PTCE 95-60 for
the purchase and holding of the Certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides certain exemptive relief from the provisions
of Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by Section 4975 of the Code, for transactions involving an
insurance company general account. Pursuant to Section 401(c) of ERISA, the
DOL is required to issue final regulations (the "401(c) Regulations") no
later than December 31, 1997 which are to provide guidance for the purpose of
determining, in cases where insurance policies and annuity contracts
supported by an insurer's general account are issued to or for the benefit of
a Plan on or before December 31, 1998, which general account assets
constitute Plan assets. Section 401(c) of ERISA generally provides that,
until the date which is 18 months after the 401(c) Regulations become final,
no person shall be subject to liability under Part 4 of Title I of ERISA and
Section 4975 of the Code on the basis of a claim that the assets of an
insurance company general account constitute Plan assets, unless (I) as
otherwise provided by the Secretary of labor in the 401(c) Regulations to
prevent avoidance of the regulations or (ii) an action is brought by the
Secretary of Labor for certain breaches of fiduciary duty which would also
constitute a violation of federal or state criminal law. Any assets of an
insurance company general account which support insurance policies or annuity
contracts issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan assets. In addition, because
Section 401(c) does not relate to insurance company accounts, separate
account assets are still treated as Plan assets of any Plan invested in such
separate account. Insurance companies contemplating the investment of general
account assets in the Certificates should consult with their legal counsel
with respect to the applicability of Sections I and III of PTCE 95-60 and
Section 401(c) of ERISA, including the general account's ability to continue
to hold the Certificates after the date which is 18 months after the date the
401(c) Regulations become final.
REPRESENTATION FROM INVESTING PLANS
It is not clear whether the exemptive relief afforded by the Exemption
will be applicable to the purchase, sale or holding of any class of
Non-Exempt Certificates. To the extent that Offered Certificates are
Non-Exempt Certificates, transfers of such Certificates to a Plan, to a
trustee or other person acting on behalf of any Plan, or to any other person
using Plan assets to effect such acquisition will not be registered by the
Trustee unless the transferee provides the Depositor, the Trustee and the
Master Servicer with an opinion of counsel satisfactory to the Depositor, the
Trustee and the Master Servicer, which opinion will not be at the expense of
the Depositor, the Trustee or the Master Servicer, that the purchase of such
Certificates by or on behalf of, or with asset of, any Plan is permissible
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975
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of the Code and will not subject the Depositor, the Trustee or the Master
Servicer to any obligation in addition to those undertaken in the Pooling and
Servicing Agreement. In lieu of such opinion of counsel, the prospective
transferee of any class of Non-Exempt Certificates may provide a
certification of facts substantially to the effect that the purchase of such
Certificates by or on behalf of, or with asset of, any Plan is permissible
under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code, will not
subject the Depositor, the Trustee or the Master Servicer to any obligation
in addition to those undertaken in the Pooling and Servicing Agreement, and
the following conditions are met: (a) the source of funds used to purchase
such Certificates is an "insurance company general account" (as such term is
defined in PTCE 95-60 and (b) the conditions set forth in Sections I and III
of PTCE 95-60 have been satisfied as of the date of the acquisition of such
Certificates.
TAX EXEMPT INVESTORS
A Plan that is exempt from federal income taxation pursuant to Section 501
of the Code (a "Tax Exempt Investor") nonetheless will be subject to federal
income taxation to the extent that its income is "unrelated business taxable
income" ("UBTI") within the meaning of Section 512 of the Code. All "excess
inclusions" of a REMIC allocated to a REMIC Residual Certificate held by a
Tax-Exempt Investor will be considered UBTI and thus will be subject to
federal income tax. See "Certain Federal Income Tax Consequences--Taxation of
Owners of REMIC Residual Certificates--Excess Inclusions."
Such fiduciary or other Plan investor should consider the availability of
other class exemptions granted by the DOL, which provide relief from certain
of the prohibited transaction provisions of ERISA and the related excise tax
provisions of Section 4975 of the Code, including Sections I and III of
Prohibited Transaction Class Exemption ("PTCE") 95-60, regarding transactions
by insurance company general accounts. The Prospectus Supplement with respect
to a series of Certificates may contain additional information regarding the
application of the Exemption, PTCE 95-60 or any other DOL exemption, with
respect to the Certificates offered thereby.
LEGAL INVESTMENT
If so specified in the related Prospectus Supplement, the Offered
Certificates will constitute "mortgage related securities" for purposes of
SMMEA. Accordingly, investors whose investment authority is subject to legal
restrictions should consult their legal advisors to determine whether and to
what extent the Offered Certificates constitute legal investments for them.
Generally, only classes of Offered Certificates that (i) are rated in one
of the two highest rating categories by one or more Rating Agencies and (ii)
are part of a series evidencing interests in a Trust Fund consisting of loans
secured by a single parcel of real estate upon which is located a dwelling or
mixed residential and commercial structure, such as certain Multifamily
Loans, and originated by types of Originators specified in SMMEA, will be
"mortgage related securities" for purposes of SMMEA. "Mortgage related
securities" are legal investments to the same extent that, under applicable
law, obligations issued by or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof constitute legal
investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities (including depository institutions,
insurance companies and pension funds created pursuant to or existing under
the laws of the United States or of any state, the authorized investments of
which are subject to state regulation). Under SMMEA, if a state enacted
legislation prior to October 3, 1991 that specifically limits the legal
investment authority of any such entities with respect to "mortgage related
securities", Offered Certificates would constitute legal investments for
entities subject to such legislation only to the extent provided in such
legislation.
SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in such securities, and
national banks may purchase such securities for their own account without
regard to the limitations generally applicable to
85
<PAGE>
investment securities set forth in 12 U.S.C. 24 (Seventh), subject in each
case to such regulations as the applicable federal regulatory authority may
prescribe.
Upon the issuance of final implementing regulations under the Riegle
Community Development and Regulatory Improvement Act of 1994 and subject to
any limitations such regulations may impose, a modification of the definition
of "mortgage related securities" will become effective to expand the types of
loans to which such securities may relate to include loans secured by "one or
more parcels of real estate upon which is located one or more commercial
structures". In addition, the related legislative history states that this
expanded definition includes multifamily residential loans secured by more
than one parcel of real estate upon which is located more than one structure.
Until September 23, 2001 any state may enact legislation limiting the extent
to which "mortgage related securities" under this expanded definition would
constitute legal investments under that state's laws.
The Federal Financial Institutions Examination Council has issued a
supervisory policy statement (the "Policy Statement") applicable to all
depository institutions, setting forth guidelines for and significant
restrictions on investments in "high-risk mortgage securities". The Policy
Statement has been adopted by the Federal Reserve Board, the Office of the
Comptroller of the Currency, the FDIC and the OTS. The Policy Statement
generally indicates that a mortgage derivative product will be deemed to be
high risk if it exhibits greater price volatility than a standard fixed rate
thirty-year mortgage security. According to the Policy Statement, prior to
purchase, a depository institution will be required to determine whether a
mortgage derivative product that it is considering acquiring is high-risk,
and if so that the proposed acquisition would reduce the institution's
overall interest rate risk. Reliance on analysis and documentation obtained
from a securities dealer or other outside party without internal analysis by
the institution would be unacceptable. There can be no assurance as to which
classes of Certificates, including Offered Certificates, will be treated as
high-risk under the Policy Statement.
The predecessor to the Office of Thrift Supervision (the "OTS") issued a
bulletin, entitled, "Mortgage Derivative Products and Mortgage Swaps", which
is applicable to thrift institutions regulated by the OTS. The bulletin
established guidelines for the investment by savings institutions in certain
"high-risk" mortgage derivative securities and limitations on the use of such
securities by insolvent, undercapitalized or otherwise "troubled"
institutions. According to the bulletin, such "high-risk" mortgage derivative
securities include securities having certain specified characteristics, which
may include certain classes of Offered Certificates. In addition, the
National Credit Union Administration has issued regulations governing federal
credit union investments which prohibit investment in certain specified types
of securities, which may include certain classes of Offered Certificates.
Similar policy statements have been issued by regulators having jurisdiction
over other types of depository institutions.
There may be other restrictions on the ability of certain investors either
to purchase certain classes of Offered Certificates or to purchase any class
of Offered Certificates representing more than a specified percentage of the
investor's assets. The Depositor will make no representations as to the
proper characterization of any class of Offered Certificates for legal
investment or other purposes, or as to the ability of particular investors to
purchase any class of Offered Certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of any
class of Offered Certificates. Accordingly, all investors whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their legal advisors in determining whether and to what extent the Offered
Certificates of any class constitute legal investments or are subject to
investment, capital or other restrictions.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates of any
series will be applied by the Depositor to the purchase of Trust Assets or
will be used by the Depositor for general corporate purposes. The Depositor
expects to sell the Certificates from time to time, but the timing and amount
of offerings of Certificates will depend on a number of factors, including
the volume of Mortgage Assets acquired by the Depositor, prevailing interest
rates, availability of funds and general market conditions.
86
<PAGE>
METHOD OF DISTRIBUTION
The Certificates offered hereby and by the related Prospectus Supplements
will be offered in series through one or more of the methods described below.
The Prospectus Supplement prepared for each series will describe the method
of offering being utilized for that series and will state the net proceeds to
the Depositor from such sale.
The Depositor intends that Offered Certificates will be offered through
the following methods from time to time and that offerings may be made
concurrently through more than one of these methods or that an offering of
the Offered Certificates of a particular series may be made through a
combination of two or more of these methods. Such methods are as follows:
1. By negotiated firm commitment or best efforts underwriting and public
re-offering by underwriters;
2. By placements by the Depositor with institutional investors through
dealers; and
3. By direct placements by the Depositor with institutional investors.
In addition, if specified in the related Prospectus Supplement, the
Offered Certificates of a series may be offered in whole or in part to the
seller of the related Mortgage Assets that would comprise the Trust Fund for
such Certificates.
If underwriters are used in a sale of any Offered Certificates (other than
in connection with an underwriting on a best efforts basis), such
Certificates will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices
to be determined at the time of sale or at the time of commitment therefor.
Such underwriters may be broker-dealers affiliated with the Depositor whose
identities and relationships to the Depositor will be as set forth in the
related Prospectus Supplement. The managing underwriter or underwriters with
respect to the offer and sale of Offered Certificates of a particular series
will be set forth on the cover of the Prospectus Supplement relating to such
series and the members of the underwriting syndicate, if any, will be named
in such Prospectus Supplement.
In connection with the sale of Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of the Offered
Certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the distribution of the Offered
Certificates may be deemed to be underwriters in connection with such
Certificates, and any discounts or commissions received by them from the
Depositor and any profit on the resale of Offered Certificates by them may be
deemed to be underwriting discounts and commissions under the Securities Act
of 1933, as amended.
It is anticipated that the underwriting agreement pertaining to the sale
of the Offered Certificates of any series will provide that the obligations
of the underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such Certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the Depositor will indemnify the
several underwriters and the underwriters will indemnify the Depositor
against certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended, or will contribute to payments required to be made
in respect thereof.
The Prospectus Supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such
offering and any agreements to be entered into between the Depositor and
purchasers of Offered Certificates of such series.
The Depositor anticipates that the Certificates offered hereby will be
sold primarily to institutional investors. Purchasers of Offered
Certificates, including dealers, may, depending on the facts and
circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection with
reoffers and sales by them of Offered Certificates. Holders of Offered
Certificates should consult with their legal advisors in this regard prior to
any such reoffer or sale.
87
<PAGE>
LEGAL MATTERS
Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Certificates of each series, including
certain federal income tax consequences, will be passed upon for the
Depositor by Mayer, Brown & Platt, Chicago, Illinois, Thacher Proffitt &
Wood, New York, New York or Orrick, Herrington & Sutcliffe LLP, New York, New
York.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each series of
Certificates, and no Trust Fund will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
Certificates. Accordingly, no financial statements with respect to any Trust
Fund will be included in this Prospectus or in the related Prospectus
Supplement. The Depositor has determined that its financial statements will
not be material to the offering of any Offered Certificates.
RATING
It is a condition to the issuance of any class of Offered Certificates
that they shall have been rated not lower than investment grade, that is, in
one of the four highest rating categories, by at least one Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders thereof of all collections on the underlying mortgage
assets to which such holders are entitled. These ratings address the
structural, legal and issuer-related aspects associated with such
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on mortgage pass-through
certificates do not represent any assessment of the likelihood of principal
prepayments by borrowers or of the degree by which such prepayments might
differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments. Furthermore, ratings on mortgage pass-through
certificates do not address the price of such certificates or the suitability
of such certificates to the investor.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
rating organization. Each security rating should be evaluated independently
of any other security rating.
88
<PAGE>
INDEX OF PRINCIPAL TERMS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
401(c) Regulations................................ 84
Accrual Certificates.............................. 8
Accrued Certificate Interest...................... 26
Act............................................... 55
Annual Debt Service............................... 15
ARM Loans......................................... 17
Available Distribution Amount..................... 25
Book-Entry Certificates........................... 25
Cash Flow Agreement............................... 9
CERCLA............................................ 54
Certificate Account............................... 18
Certificate Balance............................... 7
Certificate Owner................................. 31
Certificateholder................................. 32
Certificates...................................... 1
Closing Date...................................... 60
Code.............................................. 10
Commercial Properties............................. 14
Commission........................................ 3
Committee Report.................................. 59
Companion Class................................... 27
Condemnation Proceeds............................. 38
Contributions Tax................................. 69
Controlled Amortization Class..................... 27
Cooperatives...................................... 14
CPR............................................... 22
Credit Support.................................... 9
Cut-Off Date...................................... 27
Debt Service Coverage Ratio....................... 15
Definitive Certificates........................... 25
Depositor......................................... 1
Determination Date................................ 20
Direct Participants............................... 31
Distribution Date................................. 8
Distribution Date Statement....................... 29
DTC............................................... 25
Due Dates......................................... 17
Due Period........................................ 20
Equity Participation.............................. 17
ERISA............................................. 10
Excess Funds...................................... 24
Excluded Plan..................................... 83
Exemption......................................... 82
FAMC.............................................. 18
FHLMC............................................. 18
FNMA.............................................. 18
Garn Act.......................................... 56
GMACCM............................................ 5
Grantor Trust Fractional Interest Certificate..... 72
Grantor Trust Strip Certificate................... 73
Indirect Participants............................. 31
Insurance Proceeds................................ 38
89
<PAGE>
PAGE
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IRS............................................... 40
Issue Premium..................................... 65
Letter of Credit Bank............................. 48
Liquidation Proceeds.............................. 38
Loan-to-Value Ratio............................... 16
Lock-Out Date..................................... 17
Lock-Out Period................................... 17
Manager........................................... 5
Mark-to-Market Regulations........................ 68
Master Servicer................................... 5
MBS............................................... 1
MBS Administrator................................. 5
MBS Agreement..................................... 18
MBS Issuer........................................ 18
MBS Servicer...................................... 18
MBS Trustee....................................... 18
Mortgage Asset Pool............................... 1
Mortgage Asset Seller............................. 14
Mortgage Assets................................... 1
Mortgage Notes.................................... 14
Mortgage Rate..................................... 6
Mortgaged Properties.............................. 14
Mortgages......................................... 14
Multifamily Properties............................ 14
Net Leases........................................ 16
Non-Exempt Certificates........................... 83
Nonrecoverable Advance............................ 28
Notional Amount................................... 7
Offered Certificates.............................. 1
OID Regulations................................... 58
Originator........................................ 14
OTS............................................... 86
Participants...................................... 31
Pass-Through Rate................................. 7
Percentage Interest............................... 26
Permitted Investments............................. 37
Plans............................................. 81
Policy Statement.................................. 86
Pooling And Servicing Agreement................... 6
Prepayment Assumption............................. 59
Prepayment Interest Shortfall..................... 20
Prepayment Premium................................ 17
Prohibited Transactions Tax....................... 69
Prospectus Supplement............................. 1
PTCE.............................................. 84
Purchase Price.................................... 34
Rating Agency..................................... 10
RCRA.............................................. 55
Record Date....................................... 26
Related Proceeds.................................. 28
Relief Act........................................ 57
REMIC............................................. 2
REMIC Certificates................................ 58
REMIC Provisions.................................. 58
90
<PAGE>
PAGE
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REMIC Regular Certificates........................ 10
REMIC Regulations................................. 58
REMIC Residual Certificates....................... 10
REO Property...................................... 37
Restricted Group.................................. 82
Senior Certificates............................... 7
Senior Liens...................................... 14
Servicer.......................................... 5
SMMEA............................................. 10
SPA............................................... 22
Special Servicer.................................. 5
Stripped Interest Certificates.................... 7
Stripped Principal Certificates................... 7
Subordinate Certificates.......................... 7
Sub-Servicer...................................... 37
Sub-Servicing Agreement........................... 37
Tax Exempt Investor............................... 85
Tiered REMICs..................................... 59
Title V........................................... 57
Trust Assets...................................... 3
Trust Fund........................................ 1
Trustee........................................... 5
UBTI.............................................. 85
UCC............................................... 50
Underwriter....................................... 82
Underwritten Cash Flow............................ 15
Underwritten Debt Service Coverage Ratio.......... 15
Underwritten DSCR................................. 15
UNITED STATES PERSON.............................. 72
Value............................................. 16
Warranting Party.................................. 34
</TABLE>
91
<PAGE>
This diskette contains two spreadsheet files in read-only format that can
be put on a user-specified hard drive or network drive. These two files are
"GMAC98C1.xls" and "GMAC98C1.wk4." The file "GMA98C1.xls" is a Microsoft
Excel(1), Version 5.0 spreadsheet, and the file "GMAC98C1.wk4" is a Lotus
123(1), Version 4.1 spreadsheet. Each file provides, in electronic format,
certain loan level information shown in ANNEX A of the Preliminary Prospectus
Supplement.
Open either file as you would normally open any spreadsheet in either
Microsoft Excel or Lotus 123. After either file is opened, a securities law
legend will be displayed. READ THE LEGEND CAREFULLY. To view the ANNEX A
data, see the worksheet labeled "Annex A."
- ------------
(1) Microsoft Excel and Lotus 123 are registered trademarks of Microsoft
Corporation and Lotus Development Corporation, respectively.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
DEPOSITOR OR BY THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF
THIS PROSPECTUS
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Transaction Overview ....................... S-6
Summary .................................... S-8
Risk Factors ............................... S-20
Description of the Mortgage Asset Pool .... S-29
Servicing of the Mortgage Loans ............ S-50
Description of the Certificates ............ S-58
Yield and Maturity Considerations .......... S-74
Certain Federal Income Tax Consequences .... S-86
Method of Distribution ..................... S-88
Legal Matters .............................. S-89
Ratings .................................... S-89
Legal Investment ........................... S-90
ERISA Considerations ....................... S-90
Index of Principal Terms ................... S-92
Annex A..................................... A-1
Annex B .................................... B-1
Annex C .................................... C-1
Annex D .................................... D-1
</TABLE>
PROSPECTUS
<TABLE>
<CAPTION>
<S> <C>
Available Information....................... 3
Incorporation of Certain Information by
Reference ................................. 4
Summary of Prospectus ...................... 5
Risk Factors ............................... 11
Description of the Trust Funds ............. 14
Yield and Maturity Considerations .......... 19
The Depositor .............................. 24
GMAC Commercial Mortgage Corporation ...... 24
Description of the Certificates ............ 25
The Pooling and Servicing Agreements ...... 32
Description of Credit Support .............. 47
Certain Legal Aspects of Mortgage Loans .... 49
Certain Federal Income Tax Consequences .... 58
State and Other Tax Consequences ........... 80
ERISA Considerations ....................... 81
Legal Investment ........................... 85
Use of Proceeds ............................ 86
Method of Distribution ..................... 87
Legal Matters .............................. 88
Financial Information ...................... 88
Rating...................................... 88
</TABLE>
<PAGE>
$1,307,888,000
(APPROXIMATE)
GMAC COMMERCIAL
MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH
CERTIFICATES,
SERIES 1998-C1
- -----------------------------------------------------------------------------
PROSPECTUS SUPPLEMENT
- -----------------------------------------------------------------------------
DEUTSCHE MORGAN GRENFELL
LEHMAN BROTHERS
RESIDENTIAL FUNDING SECURITIES
CORPORATION
April , 1998
